The Makings of a Hero
by Cian'Perrel
Summary: What if, when Scott Summers ran away from the orphanage, he was not discovered by Jack Winters, or even Charles Xavier?. This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops. Marvel universe, but slightly AU
1. Chance Encounter

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: One day, while suffering from writers block on another story, I started to wonder about certain characters, and their origins. Then I started to ask myself 'what if' questions, and this story was born. I had given up on it, and considered it a write off, until I was inspired to pick it up and finish it thanks to a request by JOUNOUCHI sama, who acted as a sounding board for my ideas, and provided many of their own. Whenever I felt writers block creeping in, I was encouraged by a private message, and found it a little easier to get back on the horse and continue. So, a special thank you goes out to JOUNOUCHI sama, for helping me complete this story.

What if, when Scott Summers ran away from the orphanage, he was not discovered by Jack Winters, or even Charles Xavier? This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Prologue - Part.1. - Chance Encounter**

"I think he went this way." A man says, as he stands at the entrance of a dark alley.

"Are you sure?" Another man asks. "I want to catch that freak, and make him pay for what he did to my shop."

"I'm not sure, but I can't see anywhere else that he could have gone." The first man replies.

The two men are joined by several more and they start walking down the dark alley. "Be careful; you saw what that freak did to my shop." The second man says.

Further down the alley, crouched in a doorway, is a fifteen year old boy, with a blindfold tied tightly over his eyes. That fifteen year old boy is Scott Summers; and no, he's not blind. He's a mutant with the power to fire beams of concussive force from his eyes. But he can't control his power, so he wears the blindfold to keep him from opening his eyes.

He's also a runaway orphan who, moments ago, while in a corner store, tripped, had his blindfold slip off, accidentally opened his eyes, knocked down several shelving units, and blew out the side wall. Hence, he's now hiding from the owner of the store, and several patrons who saw what happened.

Suddenly, the door behind him opens up, and strong, slender hands grab him, pulling him inside. One hand covers his mouth, and he hears a female voice whisper in his ear, "Shh. Don't make a sound; I'm here to help you." He hears the soft click of the door being closed. "Come with me." She says as she takes his left hand and pulls gently.

"Who are you?" He asks, resisting her pull.

"I'll tell you everything once we get downstairs; they'll be right outside soon, and will hear us if we don't hurry." She replies, as she pulls even harder.

Making the decision to trust this person, Scott stands up and says, "Okay; lead the way."

He allows her to lead him, shuffling his feet forward, so as to avoid tripping over anything, and is amazed that, not once, does he bump into anything. *_Either this place is empty, or she has experience with blind people. That is if she is a girl, and not a guy with a high pitched voice._*

"Alright, we're at the stairs." She says as she places his hands on her shoulders. "Hold onto me and I'll guide you down." She starts down slowly, allowing him the time to secure his footing before taking each step. "Watch out; the stairs are old." she warns him as they near the bottom.

Sure enough, her warning comes just as Scott places his foot on a step that cracks under his weight. He stumbles forward, losing his grip on her shoulders as she turns around to try and help him. He collides with her, knocking her over, and they fall past the last two steps to land with a thud on the ground.

"Ow." Scott says as he lifts himself up on his elbows. "Are you okay?" He asks, feeling her stirring underneath him.

"I will be, once you remove your hand from my breast and get off me, so I can stand up." She replies.

"Sorry." He says, quickly pushing himself to his knees, before standing up and rubbing his left shoulder. *_Well, as least I know it is a girl, now._*

He hears shuffling, and guesses that she is picking herself up off the floor. "We need to hurry; they may have heard that." She says, grabbing his hand and pulling him away from the staircase.

She stops, several feet away, and places a hand on his head. "Duck down, or you'll snack that pretty little head of yours." He does as instructed, and she leads him a few feet forward, before releasing his head and saying, "Okay, you can stand up again. Wait here."

He hears some scraping sounds behind him, before she returns and takes his hand again. "Come, sit down. They won't find us in here."

She leads him to a chair and helps him sit down. "Thank you." He says.

"No problem. I couldn't let those monsters get their hands on you." She says, kneeling on the ground in front of him. "What's your name, by the way?"

"Scott, Scott Summers." He replies.

"Well, it's nice to meet you Scott; I'm Raven Darkholme."

* * *

A/N: That's it for the first chapter, hope you enjoyed it. Feel free to review.

Text in *_Italics_* represent thoughts.


	2. Nice to Meet You

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: What if, when Scott Summers ran away from the orphanage, he was not discovered by Jack Winters, or even Charles Xavier? This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Prologue - Part.2. - Nice To Meet You**

"Raven? That's an odd name. Where's it from?" Scott asks.

"I just pulled you off the streets, where you were being hunted by an angry mob, and you want to know the origins of my name?" Raven asks.

"Well, you did say we were safe now, and if you had wanted to hurt me, you would have just let them find me, and it is an interesting name; so I figured I'd ask." He says as he reaches up and rubs his left shoulder.

"What's wrong with your arm?" She asks as she reaches up and lifts the sleeve of his tee-shirt up. "Wow, that's a nasty bruise."

"Yeah, I must have smashed it when we fell." He blushes as he thinks about it. "I'm really sorry about that; I didn't mean to touch anything I shouldn't have."

She laughs and places her free hand on his knee. "It's okay; it was an accident. Hey, look at it this way, now you can tell all your friends that you got to second-base with an older woman."

He turns his head and mumbles. "I don't have any friends."

She reaches up and turns his head back to face her. "Well you do now, Scott. And as soon as the coast is clear, I'll get you home."

"I don't have a home; I ran away from an orphanage."

"Wow, I just keep sticking my foot further and further down my throat." She says. "Hey, would it make you feel better if I let you touch my breast again?"

He starts to laugh. "Maybe."

"Ah." She starts to laugh, as she slaps his knee. "Well too bad; you'll just have to live with the fell you already got, you little perv."

After the laughter dies down, she says, "It's English."

"What?" He asks.

"My name; it's from England. And my father was German, so that's where Darkholme comes from." She stands up and he hears her making noise a few feet to his left. "So, what were you doing in the store before the accident?"

"I was trying to get something to eat." He says before asking, "How did you know about the accident?"

"I was in the store when it happened. I saw what you did."

"It was an accident, I swear. I didn't mean to do it." He says standing up.

"Relax Scott; I know it was an accident. You don't have to hide what you are from me, I know; I'm a mutant too."

"Mutant?" He asks, sitting back down.

"Yes, mutant. We were born different from regular humans; we have these powers. We're special."

"Yeah, real special; I can't open my eyes without destroying everything in sight."

She kneels back down in front of him. "You are special, Scott; you'll see." She places something in his hand and says, "Here, eat this. It's a granola bar; it'll have to tide you over for now."

He devours the granola bar, then says, "Thanks; I haven't eaten all day."

"How long have you been on the run?" She asks as she gets up to dispose of the wrapper, before returning with a bottle of juice; which she hands to him.

"Almost a year." He replies, accepting the juice and drinking it all.

"A year? You've been living on the streets, blind, for a year?"

"I haven't been blind for a full year. I ran away from the orphanage after my power first appeared, but in the beginning, it would come and go. I would get a headache, and then my eyes would shoot out beams. I could usually close my eyes and wait it out, but about three months ago, they started shooting beams, and haven't stopped."

"I'm surprised that you've managed to survive this long on your own; you must be one tough kid."

"Meh."

"So, where did you run away from?"

"Omaha, Nebraska."

"You don't sound like you're from Nebraska."

"That's just where the orphanage was; I was born in Alaska."

"Wow, talk about being far from home; why'd you come to Florida?"

"Well, I figured if I'm going to live on the streets, I may as well go somewhere I won't freeze to death in winter."

"Good thinking; and I'm glad you chose Florida. I would never have met you otherwise." She says as she pats his knee and stands up.

"Yeah, I can see how meeting a, basically, blind, teenage mutant would be the highlight of anyone's day." He says sarcastically.

"You don't understand, Scott. Before you, I'd only ever met a handful of other mutants, and they were all old and talked about their dreams for the future and where I fit into it. I was starting to believe I was some kind of freak of nature. But now that I've met you, I know that I'm not a freak; there are others like me out there."

"How do you know that both of us aren't freaks?" He asks.

"I don't, but you can't live your whole life always thinking that the glass is half-empty; sometimes you have to think that the glass is half-full."

"I guess; but it's hard when you've lived the life I have."

"I can relate; I've lived a pretty hard life myself, and my mutation definitely didn't help." She takes his hand and says, "Come."

He stands up and lets her lead him across the room.

"Sit." She says, helping him sit down.

"What's you mutant power?" He asks. "If you don't mind me asking?"

"No, it's fine. I'm a shape shifter. I can make myself look like anyone I want; but I haven't gotten the voices down yet, so I pretty much sound the same all the time."

"That doesn't sound that bad."

"It's not, now; but before I learned to control it, when it first manifested, it was pretty bad."

"How bad?" He asks, and after a few moments of silence, he says, "I'm sorry, it's none of my business."

"No, it's okay; I've just never told anyone about it before." She says. "I used to look normal, until the day my mutation manifested. Now, I can't go out in public in my natural state; I have to disguise myself as someone else."

"Why? What do you look like?" Once again, he feels that he may have gone too far. "Sorry; that was rude."

She laughs and pats his head. "It's cute how you try to act all proper and grown-up, and not like the curious teenage boy you are." She sighs. "Don't worry, I'm not offended by your questions; I just..." She trails off.

"You don't have to answer; I understand."

"I'm blue." She says.

"What?"

"My skin turned blue when my mutant power manifested; and my eyes turned yellow, like a cats. I looked exactly the same, otherwise, but you can imagine how everyone reacted." Another sigh as she sits down next to him. "My father had a heart-attack when he saw me; so I ran away. I was only thirteen at the time. I found out several years later, that he actually died that day; my mother passed away a few months after that."

"I'm sorry. I know what it's like to lose your parents."

"Yeah." She pats his knee before standing up and saying, "Well, you should lie down, and we should get some sleep; we're going to need our rest if we're going to find a way to get some food tomorrow."

"We?"

"Yes, we. Did you think I was going to send you back out there on your own tonight? Besides, it'll be nice to have someone to talk too. Now, lie down and scoot over, so we can get some sleep."

"What?"

"I said, lie down and scoot over. I thought you were blind, not deaf."

"I heard you; I just meant, what do you mean scoot over?"

"Look, kid, this isn't a five-star hotel; it's a tiny one-room hideout that I've been using. There's only one bed, so we're going to have to share it."

"Ah."

"Relax, Scott, I'm not going to take advantage of you; you're cute, and all, but you're a little too young for me right now."

He lies down and slides over until he feels a wall blocking him. "I'm not some little kid." He mumbles as he places his back against the wall and gets ready to sleep.

"I never said you were." She says, having heard him. "If I had to guess, I'd say you were around fifteen; am I right?"

"I turn sixteen in November."

"Well, I'm twenty-seven, and I don't fool around with fifteen year old boys." She says as she lies down next to him.

"I didn't mean it like that." He says, blushing.

She laughs. "I know you didn't; I was just teasing. You look so cute when you get embarrassed and blush." She reaches over and pats his forearm. "Now, if you were eighteen, we'd be having a completely different conversation." She laughs as he turns his back to her, his face red like a tomato. "In fact, there probably wouldn't be that much talking going on."

When she sees that he's too embarrassed to look at her, she reaches over and turns off the only lamp in the room. "Good night, Scott."

"Yeah, like I'm going to be able to sleep now." He mumbles.

Silence fills the room, as they both lie there in the dark. Eventually, they both fall asleep.

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Scott and Raven learn more about each other.

Text in *_Italics_* represent thoughts.


	3. Future Possibilities

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: What if, when Scott Summers ran away from the orphanage, he was not discovered by Jack Winters, or even Charles Xavier? This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Prologue - Part.3. – Future Possibilities**

Scott wakes up, the next morning, to an empty bed. "Raven?" He asks quietly as he sits up. "Are you there?" When he gets no answer, he stands up and slowly makes his way around the room.

When he gets to the low entrance, he ducks his head, and makes his way through. He feels something blocking his way, and guesses that it must be whatever Raven uses to cover the entrance with. He gives it a shove, and feels it slide away.

He steps through and stands up. "Scott! What are you doing? You shouldn't come out here alone." He hears Raven say from across the room. "What if someone had been down here." She makes her way to his side and takes his hand.

"I woke up and you were gone. I just thought..." He says, hesitating.

"That I had left you?" She finishes for him. She holds something up to his face, and he smells food. "I just went to get us some breakfast; you looked so peaceful, sleeping there; I didn't want to wake you."

She ducks down and leads him back inside, making sure to pull the cabinet back in place. "Sit." She says, leading him to a chair. She then places the food on a crate that serves as her table, and pulls up another chair. She opens the bag and takes out two styrofoam containers, opening one and placing it in front of Scott. "Here, eat." She says, handing him utensils and guiding his hands to the food. "Scrambled eggs, bacon, and home fries."

"How did you get all this?" He asks as he starts to eat.

"There's a restaurant a couple of blocks from here that is run by a nice old couple. Once and a while, they give me free food." She replies as she takes a bottle of orange juice, opens it, and places it in front of him. "Here's some juice." She says, taking his hand and showing him where it is. "I went there and told them about you; and they gave me all this."

As she opens the other styrofoam container, and takes a cup of coffee, Scott says, "Thank you, Raven. I'm sorry for thinking that you had just left me here."

"It's alright, Scott. I don't blame you for thinking that; I would have probably thought the same thing had I been in your shoes."

The two of them eat the rest of their breakfast in silence. As Raven cleans up after, she says, "So, now that we've both had a good night's sleep, and a nice breakfast; maybe, we should talk a bit."

"What do you want to talk about?" Scott asks.

"Why don't you tell me the story behind why you ran away?"

"What's to tell? My powers manifested, I freaked, and ran away." He says, shifting around in his seat.

"I know that much, Scott. I meant, tell me some of the details." She sees that he's reluctant to talk about that topic, so she decides to try sharing with him. "Fine, if you don't want to tell me, then I'll tell you my story."

She pulls up a chair, and sits down next to him. "I might as well start from the beginning. I already told you what happened the day my powers manifested. Well, I was living in a small town, in the German countryside, and my family was well off; so I managed to sneak back into our house that first night, and make off with whatever money and jewelry I could find. I hiked through the night, until I got to the city, where I was able to sell the jewelry at a pawn shop. I used the money to buy a train ticket to Berlin."

"I stayed in Berlin for a while, begging to survive. The first winter was the hardest, and I would have died if I hadn't run into a nice old woman who took me in; luckily, I had learned that I could change my appearance for short periods of time. Everything seemed to be looking up, until she walked in on me one night, when I wasn't disguised. She freaked out, and called the police; so I ran away, again."

"After that, I fell in with a gang of street kids. They taught me to pickpocket and shoplift. I also learned how to defend myself. I hung around with them for the better part of a year, until the warehouse we were living in was raided by the police. By this time, I was able to stay disguised for extended periods of time; so I managed to get away by impersonating a cop."

I decided that I needed to get out of Berlin, so I took all the money I had and bought a train ticket to Munich. I wasn't there long before I met a man. He was so handsome, and he seemed to genuinely care about my well-being; so I accepted his offer to stay with him. He took care of me, giving me food and clothes, and a room to sleep in. Eventually, he told me that he had fallen in love with me, and me, being a stupid fifteen year old girl, I believed him."

She pauses, taking a deep breath before continuing. "I started sleeping with him. I was only fifteen and he was twenty-seven, and I slept with him. I ended up getting pregnant." Again she pauses, and Scott can hear her trying to hold back tears. "I was so stupid; I really thought he loved me." Now the tears come, and Scott can hear her crying. He reaches out and takes her hand in his, but is unsure what to say; so he just squeezes it.

"When I told him that I was pregnant, he threw me out of the house with nothing but the clothes I had on my back, and told me that if I ever tried to contact him, or tell anyone that he had gotten me pregnant, he'd have me killed."

"What did you do?" Scott asks.

"I tried to find a way out of town; he was the son of a very powerful politician, and I was afraid of what he might do. Luckily, I found a travelling circus, and convinced them to take me with them. It was run by an older couple who never had any kids, and they treated me like their own daughter."

"Nine months later, I went into labor. During labor, I slipped, and dropped my disguise; but instead of freaking out, they stayed with me, and helped deliver my baby. Even after seeing him, they stayed with me."

"What do you mean? What did he look like?"

"He was blue, like me, but..." She pauses for a moment. "...he was covered in a blue fuzz. He also had a tail, pointy ears, and only three fingers on each hand."

"But the Wagner's treated him as if he looked perfectly normal. Realizing that he would be better off with them as his parents, I ran away as soon as I was strong enough. I left him in their camper, with a note asking them to forgive me, and to take care of my baby."

"To this day, I wonder if I did the right thing."

They sit there in silence for a few minutes before Raven squeezes his hand, and says, "Wow. I've never told that to anyone; not even Irene. Thank you for listening, Scott."

"No problem." He replies.

"So, you feel up for sharing now?" She asks.

"Who's Irene?" He asks, ignoring her question.

"I'll make you a deal; I'll tell you about Irene, if you tell me about your life from the moment your powers manifested."

"Deal; but you first." He says.

"Okay." Raven says, standing up and pacing the room. "Irene was a friend...or is, I guess. It would probably be easier if I just continue my story; it'll all make sense after-wards."

"Okay." Scott says.

Raven sits back down. "So after I left the circus, I wandered the countryside until I came across some train tracks. I followed them, and eventually found a cargo train that was stopped for some reason. I snuck on-board, and travelled to Paris. From Paris, it was easy to make my way over to England, where I planned to search for my mom's family."

"But, first I needed some money. That's when I spotted a blind woman walking down a deserted alley. I followed her, and just as I was about to grab her purse, she tripped me with her cane. I was so stunned when I hit the ground, that I was frozen in place."

"Then a police officer came around the corner, and asked what happened. The women told him that I was her guide, and that I had gotten tangled up in her cane and fallen down. She then called me by my real name, and told me to get up. Once the cop was gone, she told me that I was going to go with her. She said that she had a hotel room with an extra bed for me, and that she would order us food while we talked about my future."

"That woman, was Irene Adler, and I was so freaked out by the fact that she knew my real name, and hadn't turned me over to the cop, that I went with her; no questions asked."

"Once we arrived at her hotel, she ordered us room service, and we talked. She seemed to want to know what my plans for the future were. She tried to explain to me that we all have a destiny, and that she knew that I was destined for great things. When I asked her how she knew that, as well as my name; she simply replied that it was her destiny to meet me and guide me to my destiny."

"No offense, but that just sounds stupid." Scott says. "Pftt, destiny; what a load of garbage. If destiny is for real, then what's mine? Live my life blind, and eventually get stabbed to death by some crack-head? No thanks. I believe that we make our own futures, and nothing is destined."

"I don't know about that; Irene told me that I was destined to meet you." Raven says.

"What?"

"About six months ago, she came to me and told me that I had to leave our place in Mississippi, and head out here to Florida; more specifically, this exact town. She said that I would eventually meet a young mutant who..." She suddenly pauses.

"Who what?" Scott asks.

"I thought you didn't believe in this stuff?" She teases him.

"Ah, I don't. I just wanted to know what she said." He replies.

Raven stands up and starts pacing the room. "The more we talk about her, the more I think that maybe it's time I gave her a call; and let her know I found you."

"You want to contact her? She sounds like a nut."

Raven laughs. "I thought so, too, when I first met her; but she's actually a very sweet, caring person, once you get to know her. She took me in when no one else would, and I owe her more then you can imagine." She sits back down, and says, "But enough about that; you owe me a story now."

Scott starts squirming again, obviously trying to avoid talking. Raven reaches over and places a hand on his knee. "You can trust me, Scott." She says.

He sighs, and says, "When my powers first manifested, I was in my room at the orphanage, and I ended up blowing a hole in the roof. I was so scared when it happened, that I panicked and decided to run away. But before I left, in all the chaos, I managed to sneak into the office and steal some money. I took off, into the night, with nothing but the clothes on my back, and enough money to get me a bus ticket to Atlanta. From there, I hitch-hiked until I managed to get here. Once I got here though, I had to find some way to survive, so I started begging, or stealing food when I couldn't get enough from begging." He swallows, and continues. "A couple of times I resorted to pick pocketing; but I never took anything other than cash."

"It's okay, I understand." She says, rubbing his knee. "Go on."

"My powers would come back from time to time, but the headaches would give me enough warning to get out of sight, and close my eyes. Then one day, I got a really bad headache, and just managed to get into a blind alley before my powers came back; and they haven't shut off since. Begging was a little easier after that, though, because of the blind fold I wrapped around my head people thought I was blind; which I kind of am. But I then became a target, and was jumped for my money a lot. I started to get desperate, and used my 'blindness' as an excuse to bump into people and pickpocket them." He stops talking, and drops his head forward.

"Look, Scott, you did what you had to do to survive. Was it wrong? Yes. Can I blame you for doing it? No; especially since I did the same thing. You didn't rob people for your own personal gain, though; you did it so you wouldn't starve." She places her hand under his chin, and lifts his head. "The fact that you feel bad about it, shows me that you're a good person, who just happened to be in a bad situation."

"Yeah." Scott replies quietly. "So, do you really think calling this Irene lady is a good idea?"

"Yes. In fact, I'm going to go to the pay phone down the street and call her right now." Raven says, standing up.

Before she can even take a single step, Scott grabs her arm and says, "Shh." Holding his finger up to his mouth. "Someones coming; I can hear them running down the stairs...more than one person, actually."

Raven, afraid that it might be the mob from the previous night, reacts instinctively. She takes on the form of a teenage girl, and says, "Scott, keep your eyes closed, and play along." She grabs his hand, and pulls him up and over to the bed, then removes his blind fold, which causes him to gasp, before throwing him down on the bed, and climbing on top of him. As he opens his mouth to say something, she kisses him.

At that very moment, several armed men rush into the room, and point their weapons at them. "Freeze!" One of them shouts.

"Ah!" Raven screams, dropping to her side and pulling Scott towards her, pretending to use his body as a shield. "Who are you?"

Three of the four men, lower their weapons upon seeing two teenagers making out, while the forth one says, "Raise your weapons."

"But sir, it's just a couple of kids." One of them replies.

"Appearances can be deceiving, when dealing with Mystique." A fifth man says, stepping into the room behind the first four. He is older, with grey hair showing around the temples, and has an eye patch over his left eye. "Hello, Raven."

"Fury." She growls out, between clenched teeth. She sits up, still maintaining the appearance of a teenage girl. "What are you doing here?"

Scott sits up next to her, pulling his blind fold back on. "What's going on here?" He asks.

"I'm here to tell you that this is your lucky day, Mystique." Colonel Fury replies, ignoring Scott's question.

"Who's Mystique?" Scott asks.

"I am." Raven answers, returning back to her original form. "It's a name I'm known by."

"You mean, wanted by." Colonel Fury replies. "Miss Darkholme here is a wanted criminal in, what is it now, eight countries?"

"Nine." She replies.

"Well, as of today, it'll be eight." Colonel Fury says, lighting a cigar. "That is, if this young man happens to be the boy that Irene Adler has told me about."

"What does Irene have to do with this?" Raven asks.

"Quite a lot, actually." An older woman says, stepping into the room, and walking over to stand in front of Scott. "Hello there, young man. My name is Irene Alder, and you must be Scott."

"Irene! What are you doing here?" Raven asks, standing up and grabbing her arm. "How did you find me?"

"Actually, we found you." Colonel Fury says. "Scott, is it? One of our agents saw Scott's little 'accident' last night. It didn't take long to find this place afterwards."

"And who, exactly, are you?" Scott says, standing up.

"I'm Colonel Nick Fury." He replies.

"Sergeant Nick Fury of the Howling Commandos?" Scott whispers.

"One and the same, son; although I'm a Colonel now. How do you know about the Howling Commandos?" Colonel Fury asks.

"My dad was in the Air Force, Sir. He used to tell me stories about them." Scott replies, standing up straighter. "But he told me that you were dead, Sir."

"That's the official story, but as you can tell; it's not true." Colonel Fury says, looking closely at Scott. "Air Force, you say?"

"Yes Sir; Major Christopher Summers. He was a test pilot." Scott says, proudly.

"Summers? About five-nine, brown hair, handle-bar mustache?" Colonel Fury asks.

"Yes Sir; that was him." Scott says, surprised.

Colonel Fury laughs. "Small world. I actually tried to recruit your father about ten years ago, but he had a young family, so I decided against it."

"While this is all touching; you still haven't told me what's going on here." Raven says, starting to get agitated.

"Well, it's quite simple, really. Irene came to me and told me about this young man here, and how he needed help; she said that it was important that I be the one to help him. But, having gotten close to you, she wouldn't give us his location unless I agreed to have all current charges against you dropped, and expunged your record. So, like I said, today is your lucky day, Mystique; you are no longer wanted by the United States government." Colonel Fury says, signaling his men to drop their weapons.

"Just like that?" Raven asks. "I can just walk out of here?"

"Just like that." Colonel Fury replies.

"What will happen to Scott?" She asks.

"That all depends on him." Colonel Fury says.

"What do you mean, Sir?" Scott asks.

"I know you're a mutant, Scott, and that you don't have any control over your powers. I have resources available to me that you'll not find anywhere else in the world, and I can help you find a way to control your powers; and see again. So here are your choices; you can either walk out of here on your own and go back to living a life on the street, you can go with Mystique and Irene here, or you can come with me and let me help you." Colonel Fury says.

"And if I go with you, then what?" Scott asks. "After you help me, I can just walk away?"

"If that's what you want; yes." Colonel Fury says, walking up to Scott and placing a hand on his shoulder. "Or you can follow in the footsteps of your father, and serve your country."

"Whoa, whoa, whoa. Hold it right there, Fury." Raven says. "He's a kid; are you actually asking him to join your little army?"

"Not until he's eighteen, of course. But I am offering him a chance at a better life; including a proper education." Colonel Fury says, stepping back. "So, what will it be, son?"

"May I speak with the boy alone, for a moment?" Irene says.

"If it's alright with him." Colonel Fury says.

"Ah, sure." Scott says.

Colonel Fury signals his men, and leads them out into the other room, followed by Raven.

Once they are gone, Irene sits down, and says, "Scott, I know you don't know me, but you need to listen to what I have to tell you. I'm a mutant, just like you and Raven, and I have the power of precognition; in other words, I can see the future. I know you have doubts about this, but think about everything that Raven has already told you. How else could I have known your name, or where Raven could find you?"

"I'm listening." Scott replies.

"Good. I want you to go with Nick; it's very important that you do. He will be able to help you with your mutation, and you will be in a position to help the world greatly, in a time of need." Irene says.

"What do you mean?" Scott asks.

"I can't tell you more than that, I'm afraid; you just have to trust me."

"I don't know why...but I kinda do." Scott says.

"You are destined for great things, Scott; and Nick will guide you to them. Some people are meant to wield the sword, while some carry the shield." She says, standing up.

"What does that mean?" Scott asks.

"Nothing right now; but you'll know what it means when the time is right." She reaches out and places a hand on his shoulder. "Now, how about we go tell Nick the good news?"

"Sure." Scott says, following Irene out. *_Talk about the blind leading the blind._*

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: We finally get to the main body of the story; eight years will have passed.

Text in *_Italics_* represent thoughts.


	4. The Assignment

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: We now begin the main body of this tale, which takes place almost eight years later. Scott is almost 24, and he is a member of SHIELD. His life has been filled with intrigue and danger, and never ending training. His interactions with the real world, are few and far between, but a real world event is about to change his life forever. This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Chapter.1. – The Assignment**

A young woman with long red hair, wearing a black bodysuit, twists through the air, grabbing a pole jutting out from a wall, spins until she is squatting on it, and looks back the way she came. Moments later, she sees a tall young man with shoulder length brown hair, in a similar black bodysuit, attempt to perform the same maneuver as her, but fail, and land face first on the ground below her.

As he picks himself up, she laughs and says with a Russian accent, "What's wrong, Scott? Can't keep up?"

He dusts himself off, adjusts his glasses, and replies, "I wasn't a gymnast before I joined up, Nat; so excuse me if I'm not as light and flexible as you."

She hooks her knees on the pole, and leans back until she is hanging upside down, with her face inches from his. "You weren't complaining about how light and flexible I was last night." She whispers with a playful smile.

"And, I'm not complaining now, either; just stating a fact." He replies.

"You're no fun to flirt with when you're in your 'training mode'." She says, pouting.

"Well, maybe I'm just trying to make you work a little harder for it; I mean, you're so much better than me at everything." He says with a smile.

"Lame attempt at flattery, Scott." She says mimicking his smile. "Why don't you try something original; think outside the box."

She reaches up and grabs the bar, intending to pull herself up, but Scott places his hands on either side of her head and holds her in place while he leans in and kisses her.

When he breaks the kiss, he whispers, "How was that for original?"

Before she can answer, the sound of someone clearing their throat draws their attention. Upon seeing who it is that's standing there, Scott releases Natalia, stands at attention, and salutes; while Natalia drops down into a crouch before mimicking the same pose.

"Colonel Fury, Sir!" They say in unison.

He salutes back and says, "At ease." Then he starts pacing in front of them. "Lieutenant Summers, and Agent Romanova, you both know that I have a strict policy against relationships between members of this unit." He states more then asks. "And that if it is found out that you are having a relationship, both parties are to be immediately terminated, and escorted from any SHIELD facility."

Scott opens his mouth to talk, but is silenced by Colonel Fury. "I've known about this relationship for six months now, and I'm pretty sure that it's been going on for a lot longer than that. Do you know why you're both still here?"

He stops, turns to face them, and says, "Because you're both too good at what you do to lose. If you've managed to keep your relationship a secret from people whose job it is to uncover secrets, then that just proves how good you are, and I can't afford to lose assets as good as you two."

"That being said, I need to know how your work is coming along with the targets you've been assigned. Agent Romanova?"

"Yes Sir." Natalia replies. "I've studied the tapes and have gotten her down to the walk; I've been cleared by Spec-Ops and Intel."

"That's good, Agent Romanova, because your team hits her tonight, and you need to be ready to take her place." Colonel Fury says. "She will be interrogated for any useful information, and then held in custody until her persona in no longer needed."

He turns to Scott and asks, "How about you, Scott?"

"Yes Sir. I've done the best I could, seeing as I've only ever been given blacked out images of him, but I have been cleared by Spec-Ops and Intel too." He replies.

"Good, because you're going to have to replace your target immediately." Colonel Fury says.

"Immediately?" Scott asks, too shocked to remember protocol.

"Something has happened, and our hand has been forced. Follow me; both of you." Colonel Fury says as he walks out of the training room.

Scott and Natalia follow him silently, as he leads them to a video conference room, and locks the door behind them.

"Scott, have you ever wondered why I've had you, and only you, train extensively with thrown objects as much as I have? Why I made you train with a riot shield to protect yourself from enemy gunfire?" Colonel Fury asks, as he takes a seat at the head of the table.

"Not really, Sir. I just assumed that you had a valid reason for it; that you were taking advantage of my natural skills, like how you had Natalia train so much on aerobics and gymnastics." Scott replies.

"I did have a valid reason, and I was taking advantage of your natural abilities." Colonel Fury says, as he turns on the monitor. "Scott, meet your target."

Natalia gasps at the still image on the screen.

"You can't be serious?" Scott asks, too shocked to remember protocol for the second time.

"I'm always serious, Scott. This is the man you will have to replace; Captain America."

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Find out why Scott must replace Cap, and a bit of back story between Scott and Natalia.

Text in *_Italics_* represent thoughts.


	5. Those Life Altering Moments

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: We now begin the main body of this tale, which takes place almost eight years later. Scott is almost 24, and he is a member of SHIELD. His life is filled with intrigue and danger, and never ending training. His interactions with the real world, are few and far between, but a real world event is about to change his life forever. This story will tell a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Chapter.2. – Those Life Altering Moments**

Silence fills the room, until eventually Scott finds his voice. "But why, Sir? I mean, he's Captain America."

"Watch this and you'll see." Colonel Fury says as he activates a news feed.

{...-peat, Captain America has been shot. Eye-witnesses confirm that Captain America was shot at least three times, twice in the chest and once in the head, while giving a speech on the steps of the U.S. Capitol Building today. The attacker was subsequently shot and killed by local authorities on the scene, but it is rumored that the attacker was a member of the terrorist group HYDRA; a group that has had a long standing feud with Captain America. For those of you just tuning in, Captain America has been shot. He was immediately taken to a local hospital where he underwent emergency surgery, but no word has been given as to his current status, which leads many to believe that he might not have survived the attack. Once again, breaking news, Cap-...} Colonel Fury turns off the news feed.

"Oh my God." Natalia says.

"When did it happen?" Scott asks, all business.

"The shooting took place six hours ago, and he just got out of surgery thirty minutes ago; he's alive, but in a coma. Doctors don't know when, or if, he'll wake up; but the world needs Captain America, Scott." Colonel Fury says, looking at Scott. "The world needs you to pick up his mantle and be Captain America until he can return and take it back."

Scott stands up straight, and says, "I'm going to need everything we have on him, including the classified stuff; and everything on the Avengers too, I guess." He silences Natalia with a raised hand. "And I'm going to need some time to process it all."

"I can buy you twenty-four, maybe forty-eight hours, before you'll need to make a public appearance to let the public know that Captain America is alive and well." Colonel Fury says, standing up. "And I'll send someone to get you looking like him physically."

"What do you mean?"

"Well I'm afraid Captain America is a blond with a crew cut, so the hair will to have to go, and he doesn't walk around wearing red sunglasses, so..."

"Oh, not the inserts again; man, I hate those things. I can never get them out fast enough if I need to use my powers." Scott says, rolling his eyes.

"I'm sorry, Scott, but you'll just have to flash your baby blues for a while. I'm sure the tech heads will eventually come up with something that will allow you to use your powers without a visor."

"Colonel, what does my assignment have to do with any of this?" Natalia asks. "I mean Diamondback is just a mercenary..."

"...who happens to have a close personal relationship with Captain America. We can't risk her finding out about Scott, so we need someone we can trust taking her place." Colonel Fury says.

"What about the Avengers? Will they know the truth?" Scott asks.

"Yes, the Avengers will know about your assignment, but not all of them; only a core group of members that we know we can trust." Colonel Fury replies. "We don't have much time, you two; so let's get a move on. Natalia, gather your team, and head out; I want Diamondback in our custody, and you in her place in the next twelve hours."

"Yes, Sir." Natalia says, saluting and leaving the room.

Once the door closes, Colonel Fury turns back to Scott. "Alright, Scott; go ahead and ask."

"You knew this was going to happen, didn't you? This is what you brought me here for, all those years ago, isn't it?" Scott asks, planting his hands on the table and leaning on them.

"Yes, to both questions."

"It's all because off that Irene woman, right? She told you this was going to happen?"

"Yes."

Scott slams his hands, palm down, on the table. "God dammit, Colonel! Why didn't you stop it? Why did you let him go out there if you knew he was going to get shot?"

"Because I didn't know when it would happen, Scott. Irene Adler told me that this was going to happen, no matter what we tried to do to stop it; it was destiny." Colonel Fury says as he lights up a cigar and takes a puff. "Years ago, she came to me and told me that Captain America would return, but he would be shot. Now you need to understand that she had a history of making accurate predictions; so she was taken very seriously. She told me that there was only one way to salvage the situation, and that was to find you before anyone else did. She said that only you could successfully replace him until he was ready to return."

"You're kidding me, right? Why me?"

"Because you have an uncanny sense of spatial geometry, and can make the most impossible ricochet shots. I've only ever seen one person with that kind of skill; him." Colonel Fury says, pointing at the still frame of Captain America. "You're also a natural born leader, Scott; and that's something you're going to need here."

"What do you mean?"

"While the Avengers are led by committee, in the field Captain America is their leader; that's going to be your job now."

Scott stands up straight, and says, "Then I better get started with my research, Sir."

"I already had the files gathered and placed in your quarters." Colonel Fury says.

Scott salutes, and walks out. As the door closes behind him, he takes a moment to process what has just happened. *_Captain America is in a coma, and I have to replace him; this is insane._*

He walks towards his quarters, wondering just how he is going to manage convincing people that he is actually the legendary super-hero, and the leader of the most powerful group of super-heroes on the planet. He's so lost in thought, that as he enters his quarters, he doesn't even notice the shadow in the corner until it charges him and tackles him onto the bed. "Nat?"

"We don't have much time, Scott; the team is heading out in a little over an hour." Natalia says from her position straddling him.

"Time for what?" He asks. But rather then answer his question, she unzips her top and slides it off. "Oh. Are you sure we have time? I mean you have to prep for your mission, and I have tons of info to process."

She stops kissing his neck, and says, "Scott, God only knows when we'll see each other again. You're not going on a regular assignment; you have no idea how long you'll be replacing Captain America for."

"You've got a point." Scott says.

Natalia roles off of him, and they wrestle each others clothes off in seconds.

* * *

One hour later...

Natalia finishes zipping up her pants, and looks around for her top. "The shower was a good idea." She says, finding her top and sliding it on.

Scott walks up to her, wearing nothing but a towel around his waist, and grabs the zipper. "Well, I knew that you'd want to shower before your mission, and I wanted to get as much time with you as possible; so I figured we might as well kill two birds with one stone." He says, as he zips up her top, and pulls her into a kiss.

"Mmm, you're just making it hard to leave, Scott." She whispers into his ear.

"That's payback for you making 'things' hard." Scott says with a wicked smile.

She walks to the door, about to leave, when she turns back to find Scott standing inches from her. She opens her mouth to speak, but he places a finger over her lips. "I love you, Natalia."

She removes his hand, and says, "I love you too, Scott; but you really need to work on your timing."

"I know. I had planned a special night for next Tuesday, but..."

"Why next Tuesday?"

"Because that's the one year anniversary of our first 'date'."

She smiles. "That mission in Finland."

"Your snowmobile fell through the ice on that lake..."

"And then you dove in, like an idiot, and saved me." She says, shaking her head at the memory.

"I'm just glad that my snowmobile didn't fall through too, or we'd never have made it to that cabin."

"Mmm, the cabin." She says, stroking his chin. "I was almost a solid chunk of ice by the time we found it."

"Yeah, me too." Scott says.

"Normally, I wouldn't have let you strip me naked, but I was in no condition to protest at the time."

"I needed to get you out of those wet clothes, and..." Scott starts to defend himself, knowing that Natalia is really just playing with him about it.

Natalia places a finger to his lips. "I'm not complaining, Luv, I was just letting you know." She runs a hand down his bare chest. "Besides, you stripped down too, right after you got my panties off."

* * *

One Year Earlier...

A dark cabin, in the middle of the Finnish forest. The sun almost completely set. A snowmobile comes barreling down a snow covered trail, and stops right in front of the front door. A man, dressed in white, helps a woman, also dressed in white, off the back of the snowmobile. He leads her over to the door, and proceeds to kick it open.

He takes her over to the couch, before returning to the snowmobile, and hiding it in the shed next to the cabin. As he gets back, he closes the door, and pulls a cabinet over to hold it closed. He then walks over to the fireplace, and gathers some wood. Not wanting to waste time igniting the logs the normal way, he takes a flare from his hip pocket, and ignites it, then places it in the center of the logs, and watches them ignite.

He walks around the cabin, grabbing blankets and towels, before returning to the couch, and the shivering woman sitting on it. "Nat, get up." He says. When she doesn't acknowledge him, he pulls her to her feet. "Nat, focus. You need to get out of those wet clothes before you die of hypothermia."

She tries to remove her gloves, but can't even do that; so Scott reaches forward and removes them. When he sees that her hands are shaking and have a bluish tint, he decides that she will be unable to undress herself; so he pulls off her hat, and starts to remove her clothes.

When she's down to just her underwear, he says, "Turn around, Nat; face the fire." Once she has her back to him, he unhooks her bra, and removes it, then he slides her panties off. He warps her up in a huge towel, and rubs her arms. "Try and dry yourself off, while I get my own wet clothes off."

He then strips down naked, and wraps a towel around himself. Picking up another towel, he begins to dry Natalia's long red hair. Satisfied that they're both dry, he tosses the towels aside, and grabs the blankets. "Come here, Nat."

She turns towards him, and for the first time since they've known each other, they see each other naked. Scott, drapes a blanket over her shoulders and pulls her to him. "We need to use each others bodies for warmth." He explains, wrapping more blankets around them, and leading them to the floor near the fire, where there is a large carpet.

He rubs her bare back, while her arms are pinned between them, and entwines their legs together. "Stay with me, Nat. The Colonel will have my hide if you don't make it back." He says, causing her to laugh.

"He...he would ne...ver do th...that; you're too im...portant to him." She says, her voice breaking because of how cold she is.

"I guess; but I could definitely kiss that lieutenant's promotion goodbye." He says, smiling.

They lay there in silence, for several minutes, letting themselves get warm. Eventually, Natalia says, "Thank you, Scott." Before he can reply, she kisses him gently on the lips.

When she pulls away, he looks her in the eye, and asks, "Why did you do that?"

"Because it's something, I've wanted to do for a while, now." She replies with a smile.

"Really? What else have you wanted to do?" Scott asks, smiling back.

She blushes, and looks away. "I'm not going to tell you."

He lifts her chin, until she is facing him, and then kisses her. "Then why don't you show me?" They kiss again.

He continues to rub her back, his hands slowly making their way down. Meanwhile, her hands have started making their own way down his bare chest. "I think that I may know a way that we can warm ourselves up faster." She says, between kisses.

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Enter the Avengers.

Text in *_Italics_* represent thoughts.


	6. I Am An Avenger

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: We now begin the main body of this tale, which takes place almost eight years later. Scott is almost 24, and he is a member of SHIELD. His life is filled with intrigue and danger, and never ending training. His interactions with the real world, are few and far between, but a real world event is about to change his life forever. This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Chapter.3. – I Am An Avenger**

Two Days Later...

Colonel Fury stands in a hallway, smoking a cigar, and waiting. A door opens across from him and out walks Captain America. "You ready for this, Scott?"

"As ready as I'll ever be, Sir." Scott says, taking a deep breath.

"Now remember what I told you; Stark and Pym are gonna be the hardest to deal with. While they both understand why we're doing this, they don't necessarily agree with it." Colonel Fury says, placing his hands on Scott's shoulders. "You can handle them, I know you can." He lets Scott go, takes a long drag on his cigar, and then drops it to the floor, where he crushes it with his foot. "I've worked with Carol Danvers before; she's military, so she'll follow orders without question. And Janet is smart enough to know that this needs to be done."

"That only leaves Thor." Scott says, looking at the door at the end of the hall.

"Yeah. I have no idea how he's gonna take this; so you may need to improvise when it comes to him."

"Great. Improvise with a Norse God who can crush my head with his bare hands; thanks for the advice."

"Look, kid, you're gonna be fine; you were born to lead. Now go in there, and show them who's boss." Colonel Fury says, giving Scott's shoulder a pat.

"Well here goes nothing." Scott says, adjusting the shield on his left arm, and then pressing the button to open the door.

He walks in, Colonel Fury following right behind him, and faces the Avengers in their own war-room. Ms. Marvel is seated immediately to his right, straight-backed and professional. Next to her is Thor, holding his mystic hammer Mjolnir on the table, and watching Scott closely. Directly across from Scott is Iron-Man, standing against the back wall with his arms crossed. Next to him is Yellowjacket, leaning back in his chair with his feet up on the table and his hands behind his head. And to Scott's left is Wasp, sitting quietly with her hands in her lap.

*_Alright Scott, you can do this. It's time to show them what you're made of._* He approaches the last remaining seat and sits down, without hesitation. "Alright people, in less than two hours, there will be a press conference…" Scott says, but stops when Yellowjacket interrupts him. "Is there a problem, Pym?" He asks, glaring at him.

"Ah, yeah, there is a problem. Just who the hell do you think you are? Coming in here dressed like that, sitting in Cap's chair, and bossing us around."

"I'm Captain America, and I haven't even begun to boss you around yet, Pym; trust me, you'll know when I'm bossing you around." Scott says, standing up.

"Pftt." Yellowjacket rolls his eyes. "Please, you're not the real Cap…"

"Feet off the table, please." Scott says, loud enough to cut Yellowjacket off.

"Excuse me?"

"Kindly remove your feet from the table, before I remove them for you. This is not your living room, this is the Avengers war-room; show some respect to your teammates."

"Are you threatening me?" Yellowjacket asks, waving Wasps hands away. "I can handle this Janet."

"Yes."

The two stare at each other, as everyone else in the room watches in silence. Yellowjacket breaks the silence, "Make me."

In the blink of an eye, Scott removes his shield and launches it at the ceiling, where it ricochets back down towards Yellowjacket's feet. He pulls them back quickly, falling over backwards in the process, just as the shield slams down onto the table. It then sails back towards Scott, who catches it with one hand.

Yellowjacket quickly jumps to his feet, but is met by Wasp, who places her hands on him and says, "Henry, cool it." She then picks his chair back up, and pushes him into it before turning back to Scott and saying, "Sorry; please continue."

"Thank you, Janet." Scott says, indicating for her to sit down. "As I was saying; in less than two hours, there will be a press conference so that we can show the world that Captain America is alive and well. The fact that the real Captain America is comatose in a secret medical facility, under the care of some of the best doctors on the planet, is irrelevant. The world needs Captain America, and so here I am."

"Now, I know that 'some' of you have a problem with me being here, and trust me, I have no real interest in being here myself; but I know that this in necessary. Captain America is a symbol more than he is a man, and the people need him, or they will begin to lose faith." Scott says, sitting back down. "We will need to show a united front, and seeing as Captain America was the visible field leader, you'll have to take orders from me now."

"That'll be the day." Iron-Man says with his mechanical voice.

"What was that? I can't hear you from way over there by the back wall. Maybe you'd like to join the rest of us at the table, like a member of the team that you claim to be."

"I'm more of a member of this team then you'll ever be; so don't sit there, and try to preach to me. Fury, over there, may have enough pull with the powers that be to get you into that suit, but I'll be damned if you think you're going to waltz in here and lead this team." Iron-Man says, stepping up to his chair and grabbing the back.

"The Avengers are not exactly a covert-ops unit; they're a very public Super-Hero team. Most of the time, there are eye-witnesses, or even cameras around, whenever they're on a mission; and the public has gotten used to seeing Captain America calling the shots in the field. How would you propose we explain to them why he no longer does? Especially so soon after they saw him get shot, and rumors of his death started circulating."

Silence fills the room, as Scott and Iron-Man stare at each other. "I thought so." Scott says. "Sit your ass down, Stark; there are things we need to discuss."

"I'm going to tell you the same thing I tell everyone else; I'm not Tony Stark, I'm his bodyguard." Iron-Man says, still standing.

"No, you're Anthony Edward Stark, CEO of Stark Industries." Scott says, pulling out a tiny device from his belt. "And here's my proof." He presses a button on the device, and Iron-Man's body suddenly goes rigid.

"What did you do?" Iron-Man asks, his voice visibly strained from the effort of trying to move.

"Oh, this little device that looks like a car starter, allows me to lock down your armor, and prevent you from accessing any of your suits systems, until I release you. It also does this." Scott presses another button, and Iron-Man's faceplate lifts up, revealing Tony Stark's face.

"Fine, you've proved your point; now, can you please release me?" Tony says.

"Sure." Scott says, pressing a third button, releasing Iron-Man's armor. He then places the device on the table and slides it across to stop in front of Iron-Man's chair. "That's for you; it's the only one."

Iron-Man sits down, and picks up the device. "Alright, you got my attention." He says, lowering his faceplate.

"How did you know who he was?" Yellowjacket asks, leaning forward, no longer caring about his earlier confrontation with Scott.

"I read his file." Scott replies, matter-of-factly. "Just like I read the files of all the Avengers."

"Well, you seem to have us at a disadvantage." Yellowjacket says. "You know all about us, but we know nothing about you."

"That's not true; you know all about me."

"We do?" Wasp asks.

"We don't even know your name." Ms. Marvel says.

"I'm Captain America." Scott replies.

"Yeah, but what's your real name?" Ms. Marvel asks.

"Steve Rogers."

"No, I mean…"

"I know what you mean, Carol, but people will be looking for any sign that I'm not the real Captain America; so as far as everyone is concerned, the less you know about me the less likely you'll be to let something slip. So, for the time being, just pretend I'm Steve Rogers." He leans forward and steeples his fingers together. "Look, I can understand you not trusting me, and I can understand you wanting to know more about me; but the fact of the matter is that this is only a temporary situation. The truth is, I'm a member of SHIELD, and have been since the age of fifteen." He holds up his hand to cut off Colonel Fury, who had stepped forward to say something. "And before you can say it, Colonel, I know I wasn't actually a member, but you were my legal guardian, and I was undergoing training, even then." He turns back to the Avengers. "That alone should let you know where my loyalties lie."

Once again, silence fills the room. "What I need to know, is whether or not you're on board with this?" Scott asks. He turns to Ms. Marvel. "Carol?"

"Sure thing, Captain." She replies.

"Janet?" He asks, turning to Wasp.

"Henry and I are on board, Cap." She replies, placing a hand on Yellowjacket's knee. "Right?" She asks, looking at him.

"Yeah, whatever." Yellowjacket replies, shrugging and rolling his eyes.

"Stark?"

Iron-Man sits motionless for several seconds before saying, "I'm in."

Scott finally turns to Thor, the only member to have not said a word yet. "Thor?"

Everyone turns to look at Thor, knowing that his vote will be the most important one, and will decide whether or not this arrangement will happen.

Thor lifts Mjolnir and taps the bottom of the handle on the table. "Aye; Thor shall stand at your side."

Colonel Fury lets out a breath that he didn't realize that he had been holding. *_Thank God._*He turns and leaves the room, while Scott begins to discuss his plans for the press conference with the Avengers. *_Way to go, Kid; way to go._*

* * *

{...and there you have it folks; Captain America is alive and well.} The television shuts off.

"Our boy looked good up there, didn't he?" Colonel Fury asks, stepping out of the shadows of an apartment in Manhattan.

"That he did." Natalia says, getting up from the couch and turning to face Colonel Fury; but she looks nothing like herself. Her long red hair is now shoulder length and blond, and her normally green eyes are now blue. "I especially liked that part where he convinced everyone that the bullet that 'grazed' his head had caused some slight memory loss, and that was why he didn't know all the reporters names."

"Have you had any issues since the swap?" Colonel Fury asks.

"None. I guess things have been slow on the mercenary and secret society fronts, because I haven't had a single contact in two days now." She replies.

"Well you definitely look the part."

Natalia looks down at the costume she's wearing. "The first rule when impersonating someone is to surround yourself with things associated with them to help fool people; her costume definitely counts."

"I agree. If I didn't know who you really were, I would think that I was talking to Diamondback right now." Colonel Fury says, starting to pace the room.

"Hopefully, it'll fool everyone else too." She says, leaning against the wall and watching him pace. "But I doubt that you came all the way here for a social visit, and my reports have been filed every twelve hours, as dictated in my mission parameters; so, what's up, Colonel?"

"There's been a new development, and your mission ends in twenty-four hours." He replies, stopping long enough to light a cigar.

"Wait, that soon? I thought you needed me here to help Scott; Diamondback being one of the people that might be able to expose him."

"Her 'debriefing' has gone exceptionally well, and she has agreed not to expose Scott on the conditions that she be kept appraised of Captain America's medical condition, and that she be allowed to visit him from time to time."

"And you agreed to that?" Natalia asks, hardly believing what she just heard.

"Yes. We had anticipated those requests from the beginning, and were prepared to grant them. What surprised me, was that she didn't ask for any kind of amnesty for any crimes committed, or some kind of monetary gain."

"So, that's it? All the work I did preparing for this mission; a waste of time?"

"Not a waste of time, Agent Romanova. This assignment could have ended up lasting for an indefinite amount of time; so all your work wasn't for nothing. The fact that the mission is over so soon, is unexpected, but good, because it's not over due to any kind of failure, but an unforeseen success."

"I understand, Sir." She replies, noting that the conversation has taken on a more professional tone.

"Good." Fury says, dropping his cigar and crushing it with his foot. "When she gets back here, I expect you to return any and all of her property, and make your way back to a SHIELD facility immediately."

"Yes, Sir."

Just as he gets to the door, he says, "Oh, your next assignment has already been decided."

"May I ask what it is?"

"I can't give you the details yet, but I can tell you that it's going to be a long term, deep-cover mission."

"How long is 'long', Sir?"

Colonel Fury turns back to face her. "They're estimating that it could be anywhere from two to five years."

Natalia is so shocked, that she stands there for several moments with her mouth hanging open. "When?"

"As soon as you return from this assignment."

"So soon?"

"Yes. This assignment has been given the highest priority." Colonel Fury says, turning his back to her. "You might want to go say good-bye to Scott tonight; you won't be seeing him again anytime soon." With that being said, he leaves her standing there.

Tears form in her eyes, and start to run down her cheeks. She slams her fist into the wall. "Govno!" _(*1)_

* * *

Scott finishes familiarizing himself with the mansion's security features, under the watchful eye of Iron-Man, and decides to call it a night; so he heads to Captain America's room, which will be his while he is on this assignment.

As he walks in, he's surprised to see it as sparsely decorated as his own quarters aboard the SHIELD heli-carrier. *_Well, this'll make things a little easier to get used too._* He lays the shield down on the dresser, and lifts the mask off his head.

He catches his reflection in a mirror, and turns to look full on. *_This, however, will take some time._* He runs a hand through his short blond hair.

"Looking good there, handsome." A familiar female voice says from behind him. He turns to see someone hiding in the shadows near the closet. "Although, I did like your hair long."

"Nat, is that you?" He asks.

"In the flesh." She replies, stepping into the light.

"What's with the costume?" He asks.

She twirls around to give him a good look. "What do you think? Like it?"

"The skin tight bodysuit is definitely nice; you've got the body for it." He says, walking up to her and running his hand through her hair. "Wig?"

"No." She takes his hand and places it on her cheek.

"Oh." He says, leaning his forehead against hers. "Well, you still look as beautiful as ever."

She smiles at him, and pulls him into a kiss.

Suddenly, the door opens and Iron-Man and Thor come barging in. "The security system indicated an intruder." Iron-Man says. Upon seeing Natalia dressed as Diamondback, he stops. "Ah. Diamondback?"

"It's alright, she's not the real Diamondback; she's an agent of SHIELD." Scott says, turning to face them, but keeping himself between them and Natalia.

"Really?" Iron-Man asks. "Why would SHIELD have an agent impersonating her?"

"Because they couldn't take the chance that the real Diamondback would discover the truth about Scott." Natalia replies.

"Scott?" Iron-Man asks, tilting his head to the side.

"Oops." Natalia says. "I shouldn't have said that."

Scott walks over to the door and peers out into the hallway, and closes the door. "This doesn't leave this room." He says. "My name is Scott Summers."

"Fine." Iron-Man says, walking to the door. He stops when he's standing next to Scott, and says, "Next time, have your girlfriend use the front door." Then he opens the door, and leads Thor out.

When the door is closed, and locked, Scott turns back to Natalia. "I'm so sorry, Scott; I had no idea they didn't know your real name."

"It's alright, Nat; they were bound to find out, eventually. And I'm sure those two won't reveal it to the others." He says, walking back over to her. "So, what brings you here, by the way?"

"I missed you." She replies, wrapping him up in a hug, and resting her head against his shoulder.

"I missed you too." He says, holding her tight, and kissing the top of his head. "But this is kinda cool, you replacing Diamondback, and all; we'll get to see each other without having to worry about blowing our cover."

When he pushes her back so that he can see her face, she pushes him, hard enough, so that when the back of his knees hit the bed, he falls backwards. Before he can react, she's straddling him and kissing him. She reaches up and finds the catch in his uniform, under his chin, and starts unzipping it.

* * *

Two hours later…

Scott collapses into a sweaty heap, next to an equally sweaty Natalia; both of them breathing hard.

"Wow…that…was amazing." He says, trying to catch his breath.

"Yes…it was." She says.

"I really hope…there are no emergencies…that require the Avengers…because I can barely move."

Natalia roles onto her side, and cuddles up against him. "Me too."

Something in her tone catches Scott's attention; so he looks at her and asks, "Is something wrong, Nat?"

She lays there silent for a while, before looking him in the eye, and saying, "I've been recalled; my mission is over tomorrow."

"Oh. Well, that's okay; we'll find a way to see each other." He says, running his hand through her hair.

"No we won't, Scott. I'm being sent on another mission as soon as I get back; and it's going to be a deep-cover mission that could last up to five years. I have no idea when's the next time I'll get to see you again." She says.

"What are you trying to say, Nat?"

Suddenly, her eyes fill with tears. "It's over, Scott."

"What?"

They both sit up. "We have to end this, Scott; it won't be fair to either of us."

"Why?"

"I could be gone for five year, Scott; five fucking years!" She starts to cry.

"So what, I'll wait; I love you." He says, placing his hands on her shoulders.

She shrugs them off and stands up. "And I love you too, Scott, but let's be realistic; five years is a really long time."

"Not long enough to make me stop loving you." He says, standing up while she begins to pace.

"Even if I sleep with other people?"

"What?"

"Scott, you know as well as I do, that there's a reason why they don't choose married agents for deep-cover mission. Sometimes the agent has to do things to solidify their cover, and that can mean sleeping with people. Would you still love me after five years of me fucking someone else?" She comes to a halt several feet from him, and looks to see him standing there, speechless. "Tonight wasn't just some casual encounter; it was good-bye."

"Nat…"

"Please don't make this harder than it already is, Scott." She says, as she starts getting dressed, still crying. "Maybe, when I get back, we'll be able to start over again, but I don't want you waiting around for the slim possibility that it'll happen. I want you to move on with your life; you deserve to be happy."

Scott stands there in silence, watching her get dressed. When she's done, she walks over to the window, and opens it. She turns back to look at him, and then runs back to him; throwing her arms around him, and giving him one last kiss. "Dasvidaniya, my love." She whispers into his ear. _(*2)_

"Good-bye, Natalia." He whispers back, and watches as she walks back to the open window. She turns back and blows him a kiss, then disappears into the night.

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Scott has integrated himself with the Avengers, but now he must face the most frightening thing he's ever encountered; a heart to heart chat with Wasp.

Text in *_Italics_* represent thoughts.

_(*1)_ - Russian for 'Shit'

_(*2)_ - Russian for 'Good-bye'


	7. Getting to Know You

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: It has been six months since Scott took up the mantle of Captain America and joined the Avengers. It has also been six months since he last saw his first love, Natalia. As Scott has learned, though, life moves on, and fast, when you're an Avenger. This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Chapter.4. – Getting to Know You**

An Avengers quinjet soars through the California sky, en route to Tony Stark's Malibu mansion, carrying two Avengers in it; Captain America and Wasp. Part of the cliff slides away, revealing a large underground hanger, that Scott guides the quinjet into. Once it's powered down, the ramp drops, and the two Avengers disembark.

"You know Jan, when I was a kid I traveled a lot, because my dad was in the military, then I joined SHIELD, and traveled even more, and since joining the Avengers, I've traveled to other planets and dimensions; but this is the first time I've ever been to California." Scott says, as he reaches the bottom of the ramp.

"Really?" Wasp asks. "Well you'll love it here; beautiful weather, beautiful beaches…beautiful women." She says, elbowing him in the ribs.

"Argh, Jan, I've told you already." Scott says, rolling his eyes as he walks towards the elevator that leads up to the mansion.

"I know, I know; you don't want to talk about it. God, Scott, I don't get you. You finally trust us enough to tell us your real name, and even open up to Carol and me about your past, but whenever the topic of women comes up, you revert back to the guy who walked into the Avenger's war-room and 'told' them what to do." Wasp says, stepping into the elevator. "And I know you like women; I've seen the way you look at Carol when you think no one is looking."

Scott turns to face her. "Jan, please."

"Fine, I get it. You're love life is a matter of national security, and is on a need to know basis; and I don't need to know." She replies, looking him right in the eye. "I just thought that maybe we were friends by now, and friends talk about things like this."

Scott start mumbling under his breath and Wasp is certain she hears several swear words, as well as her own name, before he says, "I can't be your friend, Jan; even if I want to be. As soon as Cap wakes up from his coma, and is ready to go, I'm gone; my place is with SHIELD."

"So? You can't have friends in SHIELD?"

The elevator door opens and they step out into the living room. Scott sits down on the couch, and removes his mask. "Actually, it's kind of frowned upon" He says, as she sits in the chair opposite him. "They don't come out and say it, but they train us that attachments can impair judgment, and compromise missions. It also makes it easier to deal with the death of a squad mate if you have no personal attachment to them."

Wasp stares at him with her mouth hanging open. "You're serious?"

"Yeah."

"That is so wrong." She says, standing up and joining him on the couch. "And you've been with SHIELD since you were fifteen?"

"Yeah. But it's not that bad; I have made some friends over the years…well maybe not friends, more like acquaintances. There is one person that I became friends with; best friends, actually."

He suddenly smiles, and becomes more animated while he talks. "She joined when we were both eighteen, so we underwent all of our training together. We were always at the top of every class, and ended up being given advanced training together. When we graduated, and earned our agent status, Colonel Fury placed us both in the same unit because, he said, we complimented each other so well. Over time we became friends, and eventually…" He stops talking when he notices that Wasp has a smirk on her face. "What?"

"It's all starting to make sense now. You don't want to talk about women because you already have a girlfriend; and it's a secret too."

"No it's not…I mean, yes it is…I mean, I don't have a girlfriend…well I…I don't know anymore, really." Scott stammers.

"What do you mean 'you don't know'?" Wasp asks.

"I mean I don't know." Scott says, sighing.

"You wanna talk about it?" She asks, placing a hand on his knee.

"No." Scott replies, standing up and pacing around the room.

"Come on, Scott; we were finally making progress. Talk to me, I'm a good listener, and I've learned that it's always good to get the opinion of someone from the opposite sex when dealing with matters of the heart."

"I don't know…"

"Well if you don't want to talk to me, I'll just have to tell the others what you just told me, and see if any of them can get you to open up."

That stops Scott dead in his tracks. He turns to glare at Wasp. "You wouldn't?" He sees that smirk on her face again, as she pats the spot on the couch, next to her. "You would." He says, as he walks over and sits down. "Fine."

She turns to face him, pulling her legs up under her. "Okay, so why don't you start by telling me what's confusing you?"

"It's not that I'm confused, I just don't understand what happened. One minute, Nat and I, her name is Natalia by the way, one minute, we're…together…"

"I'm going to assume 'together' is you being too embarrassed to say 'having sex' in front of me." Wasp says, interrupting him.

"Ah, yeah." Scott replies, blushing.

"I'm not some old prude, Scott; I'm not that much older then you, in fact. You can say 'having sex' in front of me; I would also have accepted 'making love', 'fucking', 'bumping uglies'…"

"Okay, okay; I get it. Can we move on?"

"Go ahead."

"So, like I was saying, one minute we're toget…having sex, and then, after-wards, she tells me that it's over."

"Just like that?" Wasp asks.

"Yeah."

"And how long were you two together?"

"We've known each other since the age of eighteen, but we'd only been together for about a year at the time."

"Did she give you a reason?"

Scott starts looking around the room. "Uh, how secure is this place?" He asks.

"This place? It's just like the Avengers mansion." Wasp replies.

"I mean, how secure is it from Tony? Would he have listening devices in his own mansion?"

"Tony? No. He's paranoid, but he likes his privacy too much to risk anything getting out into the public. Why?"

"Because, what I'm about to tell you, can't leave this room." Scott says, leaning in closer to her.

"Okay. You can trust me."

"I don't know the details, but she was assigned to a deep-cover mission; the kind of mission that can last for years, and can sometimes require personal sacrifices to be made. I told her that I would wait for her, but she told me not too. She asked me if I could still love her if, when she got back, I found out that she had slept with someone else for the sake of the mission."

"And could you?" Wasp asks.

"Yes…maybe…I don't know." Scott says, leaning his head back, and staring at the ceiling.

"Well, what did you tell her?"

"Nothing. I stood there, speechless, while she told me that what had just happened that night was good-bye."

"I'm so sorry, Scott." Wasp says, placing her hand on his shoulder.

"Why? It's not your fault." Scott says, looking at her.

"I'm sorry it happened, and that you got hurt; it sounds like you really loved her."

"Yeah."

"You still do, don't you?"

"Yeah." Scott replies, sighing.

Suddenly, Wasp jumps up, grabs his hand, and pulls him to his feet. "I know just what you need; go stand by the doorway over there." She says.

He does as instructed, and watches as Wasp walks around the perimeter of the room, looking at all the wall art. "Here we are." She says, stopping next to a rather ugly looking statue in a nook in the wall. She reaches her hand in, and Scott can hear a click.

All of a sudden, the room transforms, like one of those cheesy spy movies. The lights dim, the floor where the couches were flips, revealing a large round bed, and a section of the wall rotates, swapping a modern looking bar with a more classic looking bar; even the art around the room changes to something erotic in nature.

"Ta-da." Wasp says, once the transformation is complete.

"Ah, Jan, I…ah."

"What? Oh, no, no, no." She starts to laugh. "This isn't what it looks like. I did this for the bar." She says, walking over to it.

"The bar?"

"Yeah." She looks up and sees him still standing over by the doorway. "Oh, get over here I don't bite; ask Henry."

He walks over, keeping the bar between them. "You do know that there already was a bar in the room before, right?"

"Yes there was, but this one has all the good stuff." She says, pulling out a few bottles, and placing them on the counter. "And if we're going to get you good and drunk, we're going to do it right." She looks from the bottles to him. "So, what's your poison?"

"How's getting drunk supposed to help me?" Scott asks.

"What do I look like, a therapist? I don't know; it just does." She replies.

"I don't know, Jan."

"Oh come on, you big baby. We have plenty of time before the others get here, so let's get smashed."

"You're a weird little woman, Jan."

"You got that right. Now, what'll it be? And you are going to drink, or I'll stun you and pour it down your throat."

"Fine, but I'm not getting smashed; I'm just going to have a bit." He says, looking at the bottles. "I don't even know what most of this stuff is; the labels are in languages even I don't know."

"Hmm. Well then I guess we'll have to take it all and try it; grab a few bottles and watch out while I switch the room back." She says, grabbing three bottles.

Scott grabs the three other bottles, and steps back, as Wasp walks over to the statue, and activates the switch.

Once the room is back to its original form, they deposit the bottles on the coffee table. Wasp grabs a couple of glasses and joins Scott on the couch. "Let's begin." She says.

"How did you know about the switch? You and Tony didn't...?" Scott asks.

"What? Oh God, no. Tony and me? Never." She replies, as she takes a bottle and opens it. "Henry Pym is the only man for me, and if he ever gets his head out of his ass, he might just decide to propose one day." She sniffs the contents of the bottle. "Amaretto." She says, pouring a little in each glass, and handing one to Scott.

"Thanks." He says.

"To love." Wasp says, raising her glass. "And all the highs and lows it brings."

Scott raises his glass, and taps hers before they both drink. Once done, Wasp grabs a different bottle and opens it, then takes a sniff. "Scotch, yuck. I'll pass; you want?"

"I'll pass too." Scott replies.

She takes a third bottle. "Vodka; yes." She pours out two glasses, and hands one to Scott, then sits there starring at him.

"What?" He asks.

"It's your turn to make a toast." She replies.

"Oh. To life, liberty, and the pursuit of happiness." He says, raising his glass.

"Scott, this is about love; so none of that patriotic spiel."

"Okay. To Natalia; the women who showed me that I was more than just a weapon." He says, looking at Wasp.

"To Natalia." Wasp says, tapping her glass with his, and downing her drink.

* * *

Several hours later...

A second quinjet lands next to the first one, and four Avengers disembark.

"I see the others are already here." Iron-Man says.

"Lucky them. They got to relax while we went on a wild goose chase." Yellowjacket says, stepping into the elevator.

"Not your fault, Hank; Ultron is super smart. He is based on your brain, after all." Ms. Marvel says.

"Do you hear that?" Thor asks. "It sounds like Wasp is being tortured." He pulls out Mjolnir.

"She's not being tortured, Thor; she's singing." Yellowjacket says, placing a hand on Thor's arm. "But she only ever sings when she's in the shower, or really, really drunk."

"It sure sounds like she's being tortured." Iron-Man says.

"Guys, be nice." Ms. Marvel says. "She's not that bad." Just as she says that, they hear Wasp try to hit a high note, but instead sound like she's being burned alive. "Or maybe, she is."

The elevator door opens, and they walk into the living room to find Wasp sitting on the floor, holding an empty bottle to her mouth like a microphone, while Scott is lying on the couch, laughing hysterically.

"Hey, that's my good liquor." Iron-Man says, as he walks over and examines the empty bottles on the table. "How did you find it?"

"Oh, come on, Tony. We all know how to find your secret bachelor pad, with the good booze." Wasp replies, as she's being helped up by Yellowjacket.

"Take it easy, Janet. I think you've had enough for one night." Yellowjacket says.

"Yes sir, Dr. Pym." She replies, saluting him. "Take me away, and have your way with me."

Yellowjacket shakes his head, and leads her away. Just as they reach the hallway, she turns back and shouts, "Remember the deal Scottie; you have to keep drinking until you're shit-faced."

"Yeah, but you were supposed to match me drink for drink." Scott replies, still lying on the couch.

"Carol will take over for me; right Carol?" Wasp asks.

"What?" Ms. Marvel asks.

"Just do it, Carol." Wasp says, before Yellowjacket is finally able to pull her into the hallway.

"Come on, Care; I bet I can drink you over the table too." Scott says, sitting up.

"Under the table." Ms. Marvel says.

"What is?" Scott asks.

"The expression is 'under the table'; you said 'over the table'."

"No I didn't."

"Yes you did."

"No I didn't; am I right, Tony?" Scott asks, turning to Iron-Man.

"You said 'over'." Iron-Man replies, walking away mumbling under his breath about crazy teammates and the cost of replacing all that alcohol.

"Don't listen to him, he can't hear properly with his helmet on." Scott says.

"Yes I can." Iron-Man replies from the hallway.

"How 'bout you Thor? Wanna drink with us?" Scott asks the Norse God.

"I'm not drinking, Scott." Ms. Marvel says.

"Don't listen to her; she's drinking." Scott says.

"Whilst, I would normally gladly partake in the consumption of alcohol, the journey has taken its toll on even the mighty Thor." Thor says, following the others down the hall.

Once they're out of earshot, Scott stands up and says, "I thought they'd never leave."

Ms. Marvel stares at him confused by his sudden change in demeanor, as he picks up the bottles and glasses, and puts them away. "I thought you were drunk?"

"Nope."

"So what, you faked drinking?"

"Nope."

"Janet is a cheap drunk?"

"Hell no; that woman can put 'em away with the best of them."

"Then how?"

"Come on Carol; Colonel Fury told me that you've worked with him before. You should be able to guess that it's thanks to some kind of SHIELD breakthrough." He says sitting back down.

She joins him on the couch. "Really?"

"Yep. Detoxifying nano-mites in the blood stream. They work great on poisons, drugs, and alcohol. I could have polished off all six bottles by myself and the worst I would have suffered would have been a full bladder."

"Wow. Maybe I should talk to Nick and see if I can get some of those."

"I doubt it. He's unlikely to give them to anyone that isn't an active member of SHIELD; not at the price they cost, anyways."

"That expensive, hunh?"

"Let's just say that even Tony would think twice before spending that kind of money." Scott replies with a smile.

"Wow."

They sit there in silence for a while, until Scott turns to her and asks, "So, I'm guessing no luck finding Ultron?"

"Nope."

"Any new leads?"

"Nope."

"Well that sucks."

"Yep."

"Carol, can I ask you a personal question?"

She looks as him, and sees a serious look on his face. "Go ahead."

"Why do you never take any time off? I thought I was a workaholic, but you never take any time off either. If Jan hadn't convinced Hank to make this a 'forced' vacation for all of us, we'd both still be on duty."

"You are drunk, aren't you?" She asks, looking at him quizzically.

"No, I'm not."

"Then what's with the personal question? In the six months I've known you, you've shown almost no interest in mine, or anyone else's personal lives; and getting any information out of you about yours has been like pulling teeth. What gives?"

Scott leans his head back, and looks at the ceiling. "Well I just had a three hour long, drunken conversation with Jan about my personal life, and she made me realize several things. One of those things is that I don't really have any friends, just acquaintances." He looks over at her. "Another is that you're a lot like me in that sense; you keep people at a distance too."

"There's a reason for that." She says defensively.

"Yeah; attachments can impair judgment, and compromise missions. I know; I'm a military brat too."

"What branch?" She asks, turning to look at him, and tucking her leg up under her.

"Air Force; my dad was a test pilot." He says, mirroring her.

"No way! I was in the Air Force too; although I was part of the base personnel and not a pilot." She says. "Where was he stationed? Maybe I've met him."

Scott's face drops, as he says, "I doubt it. He died when I was ten."

She places a hand on his knee. "I'm so sorry; I didn't know."

He covers her hand with his own, looks back up, and says, "You couldn't have known; I haven't told many people. Which is kind of what I've been getting at; I don't have any friends. But I'd like too, and I was wondering if, maybe, you'd like one too?"

"I would, Scott." She says with a smile.

"Great."

Silence fills the room as the sit there looking at each other. Eventually the silence starts to get awkward, so Scott says, "Uh, now what are we supposed to do?"

Ms. Marvel starts laughing, and Scott joins her. "We really are a lot alike, because I have no idea either." She says.

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: The X-Men; 'nuff said.

Text in *_Italics_* represent thoughts.


	8. Hangovers Are No Laughing Matter

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: It has been six months since Scott took up the mantle of Captain America and joined the Avengers. It has also been six months since he last saw his first love, Natalia. As Scott has learned, though, life moves on, and fast, when you're an Avenger. This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Chapter.5. – Hangovers Are No Laughing Matter**

Wasp walks down the hall, holding her head. *_Oh man, that might not have been my smartest idea. I hope Scott isn't too hungover._*

She approaches his door and is about to knock, when she hears the shower running. Figuring that he won't be able to hear her knocking while in the shower, but wanting to make sure he's okay, she opens the door, and walks in; and finds Scott asleep in bed.

Before she can even begin to wonder about it, the shower stops, and she turns to look at the door leading to the private bathroom. Seconds later, Ms. Marvel walks out wearing nothing but a towel. She freezes when she sees Wasp standing there with her mouth hanging open.

Ms. Marvel glances at the bed, and sees that Scott is sound asleep, then she turns back to Wasp and places a finger to her lips, to tell her to be quiet. She gathers her things, pulls Wasp into the hallway, and closes the door quietly.

Once in the hallway, Ms. Marvel pulls Wasp along as she heads to her room, closing the door behind them. She starts putting her things away, and taking out fresh clothes.

Wasp, having finally had some time to process things, says, "I'm just going to come out and say it; did you and Scott have sex?"

"Yes." Ms. Marvel replies, drying her hair with another towel.

"How did it happen?"

Ms. Marvel looks up at her and says, "I'm assuming that you're asking about how we got together, and not for the details of how we had sex."

Wasp suddenly gasps. "He was drunk. Carol, did you take advantage of him?"

Rather than be insulted, Ms. Marvel laughs. "He wasn't drunk, and it was mutually consensual."

Wasp sits on the bed, and says, "He was too drunk; I saw it with my own eyes."

Satisfied that her hair is dry, Ms. Marvel drops her towels and starts getting dressed. "No he wasn't; he can't get drunk. Something to do with SHIELD nano-technology. He was faking it."

Wasp watches her get dressed, then asks, "Has this been going on long?"

Ms. Marvel turns towards her. "Has what been going on long?"

"You and Scott. Was last night the first time, or have you two been together for awhile now; in secret?"

Again, Ms. Marvel laughs. "There is no 'Scott and I', and there never was. We're just friends."

"Well, I guess neither of you is my friend, because I've never had sex with either of you." Wasp says, with an awkward laugh.

"The sex had nothing to do with being friends." Ms. Marvel says, as she joins Wasp on the bed. "We started talking last night, after everyone went to bed, and we realized that we're very similar; and that we might be able to help each other by becoming friends. So we stayed up for hours, talking about ourselves."

"Okay, but how did you get from 'let's be friends' to 'sex'?" Wasp asks.

Ms. Marvel looks out the window. "Well, the conversation eventually got to our personal lives; or rather, lack thereof. And we both admitted that it had been awhile since we had been with someone. We both talked about being lonely, and missing that physical connection. Then one thing led to another, and we ended up naked in his bed."

"Well, that doesn't sound like nothing to me. How can you sit there and tell me that there is no 'you and Scott'?"

Ms. Marvel turns back to Wasp. "Because it was just sex, Janet, nothing more. It wasn't about love, or even lust; although, I'll admit that Scott is hot." She winks at Wasp. "No, it had nothing to do with that. It was just about two people who were lonely, and needed some physical intimacy; that's it."

Wasp looks at her with a raised eyebrow. "I don't know if I buy that. Are you telling me that it was a onetime thing, and it'll never happen again?"

"I can't say for sure, that it'll never happen again; but I don't see it becoming a regular thing." Ms. Marvel replies.

Wasp stands up and starts to walk to the door. "I don't think that it was 'just sex' like you're saying, but I'll let it go for now; but only because I have a hangover, and this is making my head hurt." She opens the door, turns back to Ms. Marvel and says, "Don't think this discussion is over though; oh hell no. We're going to have a nice long girl-talk once I've recovered, Missie."

* * *

Tony Stark hangs up his cell phone, turns to Scott and says, "Well, it's done. In less than six months, Stark Industries will have a new California branch."

"Just like that?" Scott asks, as he walks through the Hollywood Mall with Tony. "You make one phone call, and 'poof'?"

"There are some legal issues to resolve; but that's what I pay my legal department for." Tony says, waving his hand dismissively. "Within a couple of days, Stark Industries will own fifty acres of land, just outside Malibu."

"Must be nice to have that kind of power?" Scott asks. Tony responds, but Scott doesn't hear him, because he is distracted by several people walking in the front doors dressed in green jumpsuits, with a large 'M' on the front, carrying mechanical packs on their backs. "What the hell?"

As they walk past, he hears them talking to the mall security guards, and hears the word 'mutant'. "Tony, call your driver, and have him bring the car around. I need to get my costume out of the trunk."

"Is something wrong?" Tony asks, as he pulls out his phone.

"Not yet, but I have a hunch that I may be needed."

"Then, while you get ready, I'll call the others; Thor and Carol can be here in no time." Tony says, as they walk up to his limo.

"You do that." Scott says, grabbing a case from the trunk, and climbing inside to change.

Minutes later, Captain America steps out of the limo; which has driven around to the back alley. "They'll both be here in about ten minutes." Tony says, from inside the limo.

"Okay. You better get out of here, just in case. I'll hitch a ride with Thor." Scott says, adjusting his shield.

"See you back at the mansion." Tony says, closing the door.

Scott waits until the limo pulls out of the alley, before making his way around the corner, and to the closest entrance.

He sees people running and screaming out the doors, and knows that his hunch was correct. He pushes his way through the sea of people, and comes to a halt as he reaches the mezzanine. Off to his left, he sees a large machine that is projecting, what looks like, ropes of energy, which have ensnared a young Asian girl; a woman with purple hair is trying to pull her free.

Meanwhile, a woman with white hair is flying in the open space, being fired upon by the people he had seen earlier, and two women, one with short blond hair and another with a white stripe in hers, are busy trying to usher people to safety.

Suddenly, a stray shot hits a hanging piece of artwork, knocking several large pieces of glass loose. Scott immediately starts running towards two kids who happen to be standing directly below the falling glass. The woman with the stripe in her hair gets there before him, but Scott can tell that she won't be able to move both kids in time; so he quickly calculates the angles, and throws his shield while still running.

His shield connects with the larger pieces of glass, and deflects most of them, but several pieces continue to fall towards the trio. Scott dives, and knocks all three of them out of the way, just as the glass hits the ground.

Scott starts to feel dizzy, and his left cheek feels cold. He realizes that he's lying on top of the woman, and his cheek is pressed against hers. Thinking that the coldness is blood, he quickly stands up, and wipes his face. When he doesn't see blood, he looks down at her, and sees a glow in her eyes that he knows all too well.

He lifts the kids up, and says, "You'll be safer outside, kids." As the kids turn and run, he looks back to the woman, who is now standing up, holding her head.

Before he can say anything, a scream draws his attention back to the machine. The Asian girl and the purple haired woman, are within feet of its maw.

Having no time to collect his shield, Scott sprints over to them. "I've got you!" He shouts as he wraps them up in his arms, and starts to pull.

"It's too strong!" The purple haired woman says, with a British accent.

"Ow...it hurts!" The Asian girl cries.

Scott takes a deep breath and gives one strong tug. Suddenly, he's falling backwards, with the two women in his arms. He lands hard on his back, but quickly rolls them over, and shields them with his own body.

"Stay down!" He tells them, as he feels the air around him start to move at incredible speeds.

He glances over his shoulder, and sees the woman with white hair gesturing at the machine, which is now being lifted into the air by the wind. With a flick of her wrist, the machine launches through the ceiling and up into the sky. Then the other two women step under the new hole in the ceiling. The blond woman makes a hand gesture, like a gun, and points skywards. A beam of light shoots out of the tip of her finger tip. While the woman with the white stripe, fires an optic beam.

Scott hears an explosion, and assumes that the machine is no more. He stands up, and helps the two women up. "Are you two okay?" He asks.

"Yes. Thank you, Captain." The purple haired woman says, a slight blush on her face.

"Wow. You're, like, Captain America." The Asian girl says.

Scott looks down at her, and smiles. "So I've been told." He says. "Are you okay?"

"Hunh? Ah, yeah." She says, staring at him open mouthed.

Just then, the other three women join them; the woman with the white stripe, standing a little behind the others. "Thank you." The white haired woman says, extending her hand.

"Glad to be of assistance." Scott says, shaking her hand. "Miss..?"

"Munroe; Ororo Munroe." She replies.

"I'm Alison." The blond says, gently nudging Ororo aside." And I have something for you, tall, dark, and handsome."

Scott notices that she is carrying his shield, and reaches for it. "My shield; thanks."

She puts the shield behind her back. "I'll trade it to you...for a kiss." She says with a wink.

Scott hears the other women groan, and can see the purple haired woman shaking her head.

He leans in, towards her, and she tilts her head back, closing her eyes. He stops with his lips mere inches from hers, reaches behind her with his left hand, and yanks the shield from her grasp.

Her eyes pop open, and she looks at him as he steps back and attaches his shield to his arm. "Well that wasn't very nice of you." She says.

"Says the woman who just tried to hold my shield ransom for a kiss." Scott replies.

Any reply she would have made is cut off by the sounds of sirens. The look the women share is enough to let Scott know that they want nothing to do with the authorities. "You four get out of here; I'll deal with the authorities."

"Thank you again." Ororo says.

"No problem. It's part of the job." Scott says.

Ororo starts to walk away with Alison. "I'm Betsy." The purple haired woman says.

"Pardon me?"

"My name; it's Betsy."

"Oh. Nice meeting you, Betsy." Scott says with a wave, as she joins Ororo and Alison.

That's when the woman with the white stripe in her hair steps forward. Her eyes are no longer glowing. "How did you do that?" Scott asks, pointing to her eyes.

"It's mah power. Ah absorb anyone Ah touch." She replies. "Ah gain their powers...and some of their memories." Scott opens his mouth to say something, but she interrupts him by saying, "Don't worry, you're secrets safe with me; Ah promise."

"What's your name?" He asks, as she is about to walk away.

"You can call me Rogue." She replies before running off to join the others.

He watches them walk away, and notices that the young Asian girl is following them at a distance, trying to stay hidden.

"Everything all right here?" Ms. Marvel asks, as she drops down through the hole in the ceiling with Thor, and lands beside him.

"Yeah." He says, still watching the young girl. "Can you guys take care of the cops, I need to do something real quick." He says, as he takes off after the girl.

Ms. Marvel and Thor look at each other with confused looks. "Ah, sure Cap. Neither of us know what happened, though." She says.

"Just stall them for a few minutes." He calls back over his shoulder.

He rounds the corner, and sees the young girl running up the stairs to the second floor. He follows her, and quietly hides behind a column on the second floor. He can see the young girl hiding behind a similar column about twenty feet away, and another twenty feet beyond that, the four women are standing around talking.

He starts to walk towards them, when a circle of energy appears on the wall behind them. One by one, the women turn and walk through the circle; disappearing. The last one through, is Betsy, but before she steps through, she turns to look right at him, and smiles.

The young woman steps out from behind the column, and walks towards the circle on the wall. Scott walks up behind her, and grabs her arm with his right hand. "I wouldn't do that if I were you; it might not be safe." He says.

"Mall's not safe either." She says, not taking her eyes off the circle.

"What about your family?" He asks. "Won't they miss you?"

"I'm an orphan." She replies, leaning forward.

"Me too." He says, causing her to take her eyes off the circle for the first time, and turn towards him. "But I know people who can help you; keep you safe."

"I don't know." She says, looking over her shoulder at the closing circle.

"Trust me. They helped me when I was about your age; I'll make sure they help you."

She turns back to him. "You promise?"

"I promise." He replies, leading her away as the circle disappears.

Back downstairs, Thor is busy addressing the police, so Ms. Marvel approaches Scott and asks, "Who's the kid?"

"I'm Jubilation Lee." The girl replies.

"Ms. Marvel, can you do me a favor, and take Miss Lee with you to the mansion; and call ahead to let Tony know that you're bringing company." Scott says.

"Wait. What mansion? And why aren't you coming? You promised you'd help me." Jubilation says.

"And I will help you, but first I need to deal with the police here; so Ms. Marvel will fly you back to the mansion we're staying at. I'll join you there, when I'm done here; I promise." He says, placing his hands on her shoulders, and leaning down to look her in the eye. He can see that she'll still not convinced, so he decides to try something. "Here, why don't you hold onto this for me." He says, as he removes his shield and straps it onto her back. "Now, you know that I need my shield; so I'll have to come to you to get it back."

She looks at him with her mouth hanging open.

He turns to Ms. Marvel. "I think she's good to go. I'll see you both shortly."

He walks over to the police, and watches as Jubilation climbs onto Ms. Marvel's back, before she flies through the hole in the ceiling.

"I'm telling you, officer, there were mutants here. They caused our equipment to malfunction, which ended up causing all the damage." One of the mutant hunters tells a police officer.

"Really? Mutants?" Scott says. "I think your equipment may be a little faulty."

"Impossible. My equipment works fine." He replies, his face getting red with anger.

"Then scan me right now, and tell me what it says." Scott suggests.

"Fine; I will." He says, reaching for a scanner, and pointing it at Scott. The machine pings, and the doctor looks confused. "Ah..."

"What is it?" Scott asks.

"Well, according to this; you're a mutant." He says, smacking the scanner with his hand.

"What did I tell you? Faulty equipment. It's a well known fact that I'm not a mutant; I don't even have any super-powers." Scott lies.

"Ah, yes; perhaps there is some calibration needed." He says.

"Perhaps so." Scott says. He then turns to the police officer. "Will you be needing us for anything else, officer?"

"Ah, no sirs...well maybe." The police officer says.

"What is it?" Scott asks.

"Can I get your autographs?"

* * *

Scott and Thor land on the balcony of Tony Stark's Malibu mansion. Scott lets go of Thor's hammer, and says, "Wow. Thor, that was awesome. If I could have just one power, it would be the power of flight."

"Yes, flying is quite exhilarating." Thor says.

"Captain! You're here!" Jubilation yells, as she runs out to join them; still wearing his shield.

"I told you I would be." Scott says, placing a hand on her shoulder. "Did you enjoy your flight with Ms. Marvel?"

"Oh my God! It was 'soooo' cool. She even did a few flips and loops for me; it was totally awesome." She says, as they walk back inside to join the rest of the Avengers. "I thought I was gonna hurl at first, but I didn't think Ms. Marvel would like me throwing up in her nice long hair; so I held it in. But eventually, I got used to the feeling, and I had the time of my life. You think, maybe, I can go again?"

"Ms. Marvel isn't a ride." Scott says. He hears someone coughing, and looks over to see Wasp covering her mouth, while Ms. Marvel glares at her. "You okay Wasp?".

She giggles sheepishly, and replies, "Yes; fine."

Tony Stark walks in an approaches Scott. "Might I have a word with you, Captain?"

"Sure." He replies, then turns to Jubilation. "This is Tony Stark, and this is his mansion."

She reaches out her hand, and says, "I'm Jubilation Lee, and you have a really cool place here, Mr. Stark."

He shakes her hand, and says, "Thank you." Then he looks at Scott, and gestures to the side.

"I'll be right back." Scott says, as he follows Tony across the room.

"Scott, you can't just bring that girl here; we have secret identities to think about." Tony says.

"Don't worry, Tony. She won't be here long; I'll take a quinjet tomorrow morning, and head back east with her. I'm bringing her to Colonel Fury." Scott replies.

Tony looks over at Jubilation, as she talks to Wasp and Ms. Marvel. "Really? Why?"

"She's a mutant, and an orphan; he can help her." Scott says, watching her use her hands to describe her flight back.

"Just like that? You show up with a teenage mutant, and he'll just take her in and help her?"

"Yes; just like that. You may think that Colonel Fury is a bit of a hard case, and he kind of is; but he does care." Scott says, still watching Jubilation. "Plus, I have a little pull with him."

"You think that he can do for her, what he did for you?"

"Maybe." Scott says, turning back to face Tony. "But anything is better than just leaving her to live on the streets."

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: A brief romantic interlude, and a bit more about Scott's past is revealed.

Text in *_Italics_* represent thoughts.


	9. Dinner Date

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: Three more months have passed, and Scott is still Captain America. He has been using his free time to look into his past, in hopes of finding out about his family. This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Chapter.6. – Dinner Date**

Scott finishes adjusting his tie, and looks at himself in the mirror. He brushes his hands down the front of his suit, before making a slight adjustment to his hair.

"Getting ready for your date?" Wasp asks from the doorway.

"It's not a date, Jan; you know that." He says, turning around and walking past her.

Wasp falls into step with him. "Right, not a date; just like the last five dinners weren't dates either."

"She's my lawyer, Jan, and she's helping me with some personal legal matters."

"Hey, I know that already; I'm the one that introduced you two." She says, following him into the garage. "But I've never known any lawyer who would spend so much time on a case that they're not getting paid for; let alone spend that time dining and dancing with their client."

Scott stops and faces her. "We only had the one dance, and that was because there was a party a couple of tables over, and they made everyone in the restaurant dance." He continues walking and stops next to a glacial blue car.

"Well, if it's not a date, then why are you taking Tony's new Aston Martin?" She asks, as he pops the trunk and places his shield, along with a duffel bag, inside.

"I'm taking her because she's a beautiful car, and I want to see how she handles. If it was a date, then I'd be taking Tony's Bugatti." He replies, leaning against the car with a smile on his face.

Wasp starts fiddling with his tie. "Alright, I was trying to be subtle, and drop you a hint, but you're obviously too dense to understand; so I'll just come out and say it." She places both hands on his shoulders. "Jennifer is a good friend of mine, and, unlike men, women talk to each other about everything; so listen to me when I tell you that this is a date, and so were the last five dinners."

Scott is about to say something, but Wasp cuts him off. "Ah, ah, ah; let me finish." She adjusts his lapel. "Have fun on your date with Jennifer tonight. I won't be waiting up for you." She winks at him, shrinks down, and flies away before he can reply.

Brushing off her comment, he gets in the car, and starts the engine. "I may not be able to fly, but this is close enough." He takes off, and pulls into New York traffic.

In no time at all, he pulls up to the Baxter Building, parks right in front, and gets out. A short woman, with brown hair and glasses, wearing a tiny purple dress, walks out of the building, and towards him.

He meets her halfway, and gives her a friendly hug. "Hi, Jen. You ready?"

She returns the hug, and replies. "Yes, I am."

He walks her back to the car, and opens the door for her, then helps her get in, before closing the door, and walking around to the driver's side. He looks at her and smiles. "You look lovely, tonight."

"Thank you, Scott; you look quite handsome yourself." She replies with a smile of her own. "I love the car."

"Working for Tony Stark does have its benefits." He says.

He starts the car, and pulls into traffic. "You never really told me exactly what you do for Tony, and how you know Janet." She says while playing with the hem of her dress.

Scott is having a hard time focusing on the road, as he keeps glancing at her hands, noticing just how short her dress is, and how much leg she is showing. "Ah, I'm his official liaison to the Avengers. That's how I met Jan."

"I thought that Tony usually dealt with the Avengers directly?" She asks.

"Usually he does, but he's a very busy man; so lately, I've been filling in for him." Scott brings the car to a stop.

A valet opens his door, and he steps out. He accepts the ticket, and walks around to the passenger's side, where he opens the door, and helps Jennifer out. "Thank you, Scott."

"You're welcome." He says, placing her hand on his arm, and leading her up the stairs and into the building. They step into an elevator, and he presses the button for the top floor restaurant.

"You never told me how you know Jan, or how you managed to get an apartment in the Baxter Building." Scott says.

"The answer to both questions is that even super-heroes need lawyers, sometimes. The firm I used to work for had had dealings with Tony Stark, and he recommended us to Janet when she needed some legal help. We ended up becoming good friends, and when I left the firm to start my own practice, she put me in touch with Reed and Sue Richards. Now I live and work out of the Baxter Building." She replies.

The elevator comes to a stop, and the doors open. Scott leads her to a podium, with a man in a black suit standing behind it. "Good evening, Madame." He says, bowing his head to Jennifer, then turning to Scott and repeating the gesture. "Monsieur."

"Good evening, to you too. We have a reservation; Summers, party of two." Scott says.

"Ah, oui; Monsieur Summers. Monsieur Stark just called not long ago, and all the arrangements have been made." The man replies with a smile.

"What arrangements?" Scott asks, confused.

"Monsieur Stark said that one of our regular tables simply wouldn't do for two personal friends of his, and had us set up a private table for you on the balcony upstairs; away from the other patrons."

"Ah, I'll have to remember to thank Tony when I see him." Scott says.

The host, gestures to another man, who leads them into the restaurant, and up the circular stairs in the middle. From there, he leads them through some open glass doors, and out onto the balcony, where there is a table set up for them.

Scott pulls out a chair for Jennifer, and pushes it in once she sits down, then sits down across from her.

Another man approaches the table with a bottle of wine, and says, "Here is the Chablis Blanchot Raveneau '04, as ordered by Mr. Stark." He then pours a small amount in Scott's glass, and looks at him expectantly.

Not exactly sure what to do, but not wanting to look stupid, Scott raises the glass to his nose, swirls it, and then smells it, before taking a sip. He smiles back, and nods to the man, who then fills Jennifer's glass before topping off Scott's. He then places the bottle in a bucket of ice beside the table, and walks away.

Scott turns to Jennifer and says, "I had no idea what I was supposed to do there."

She smiles at him and says, "Well, you could have fooled me; it looked like you'd done it a thousand times."

Scott smiles back as they pick up their menus. Several minutes later, the waiter approaches the table and takes their orders.

Once he leaves, Scott turns to Jennifer and asks, " So, how is everything going with my case?"

Her smile falters slightly, before she replies, "Um, it's going great, actually. I'm supposed to hear back from that Nebraska state judge early next week. I expect him to rule in our favor, and then we're good to go. With a court ruling to back us, we can gain access to the orphanages records; then it's a simple matter of research."

"Really? Are you serious?" Scott asks, nearly bouncing in his seat.

"Yeah." She replies, smiling again.

"Wow. Jen, you are awesome. Wow. I don't know how I can ever thank you enough, for this. I mean, even with my connections in Stark Industries, the Avengers, and the US Military, I've been stonewalled at every turn; but in less than two months, you've done what I've spent years trying to do."

"All I did, was manage to get you access to the orphanages records; the information you're looking for might not even be there."

"I know, but everything I've found so far points there; so I can't go any further until I check it out. If it's a dead end, then so be it; at least I'll know." He says, as he reaches across the table and takes her hand. "So, thank you."

Their conversation is interrupted by the waiter bringing them their entrees.

"You know, you're the first person I know who, when they found out that I had been in an orphanage, didn't ask me how I got there." Scott says to her.

"Well, I think that that's something very personal, and it's not my place to pry. Everyone's past is their own, and who they decide to share it with is their choice." She replies, taking a sip of wine to wash down some of her salad. "Everyone is entitled to their secrets."

"That's how I know I can trust you, Jen; you understand that." He says.

They eat their entrees, until, suddenly, he says, "My parents died in a plane crash, when I was ten."

She looks up, to see him starring off at the New York skyline. Realizing that he is sharing something very personal and private, she decided not to interrupt him with questions.

Eventually, he turns back to look at her. "I can still remember it, like it was yesterday. My dad was flying us into the mountains for a family camping trip, while my mom was busy checking up on my brother Alex and me, when the plane shock violently. It wasn't long before I could smell the smoke from the fire that had made its way into the cabin. My dad was trying his hardest to keep the plane steady, while my mom grabbed the two remaining parachutes that hadn't been damaged by the spreading fire. She handed me one, and told me to put it on, while she strapped Alex into the other; then she tightened my straps, and lead us to the emergency exit."

Scott pauses, and takes a deep breath. "She hugged and kissed us both, and told us that she loved us. Then she placed Alex's hand in mine. My dad was still trying to control the plane, but he did manage to look back over his shoulder and say that he loved us both. Then he said his last words to me 'Scott, take care of Alex.'. The next thing I knew, my mom had pushed us out the door, and we were falling. I was still holding on to Alex's hand, and he was crying. I reached over and pulled his ripcord, then watched as his chute opened fully, and his hand was ripped from mine. I then pulled my own ripcord, and was jolted, as my chute opened."

"I looked up to see if I could see Alex or the plane, but instead I noticed that my chute had a hole in it, that was getting bigger by the second. An ember must have landed on my pack while I was being pushed out of the plane, and had somehow managed to burn through to my chute. I started to fall faster, and the ground was getting closer. I managed to release my main chute, and activate my back-up. It prevented me from dying, but I still hit the ground hard."

"Fourteen months later, I woke up from a coma in a hospital in Omaha. The doctors told me that I had survived the plane crash, but my parents had not; however, no one could tell me anything about Alex. Once they deemed me recovered physically, I was placed into state care, and ended up in The State Home for Foundlings, under the care of Dr. Milbury."

Scott finally stops talking, and Jennifer reaches over and takes his hand. "Thank you, Scott." She says, giving his hand a squeeze.

"Why are you thanking me? I should be thanking you, for listening." He replies.

"I'm thanking you for trusting me enough to share that with me."

Scott smiles at her, then says, "Wow, do I know how to kill the mood or what? Here we were, having a nice dinner, talking about some god news, and I go and bring everybody down."

She smiles back. "Well, the night 'is' still young; so there's plenty of time to still enjoy it."

"Right you are, Jen; right you are." Scott says, raising his glass. "Let's talk about something more interesting. Why don't you tell me more about yourself?"

"What do you want to know about me?" She asks him, as the waiter removes their plates, and places their main courses in front of them.

"Everything." He says, with another smile.

"Everything? That could take a while."

"That's okay; I'm not going anywhere." He says, as he tastes his fish.

"Okay then. Well, I was born and raised in Los Angeles…"

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Can it be? Ultron?

Text in *_Italics_* represent thoughts.


	10. Enter, Ultron

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: Three more months have passed, and Scott is still Captain America. He has been using his free time to look into his past, in hopes of finding out about his family. This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Chapter.7. – Enter Ultron**

The elevator doors open, and a laughing Scott and Jennifer step out into the lobby."You're kidding, right?" Scott asks, as they walk towards the front door.

"No; I'm completely serious. The Thing and Mr. Fantastic came crashing through my bathroom ceiling just as I was stepping out of the shower. I swear that I actually saw Thing blush." Jennifer says. "That was probably the most embarrassed I've even been in my life."

Scott hands his ticket to the valet, who runs off to get their car. "Wow. How did the Invisible Woman react when she found out?" He asks.

"I think Mr. Fantastic slept in his lab for a week." She replies.

"Ouch."

The car pulls up, and Scott assists Jennifer into her seat. Then he walks around, tips the valet, and gets in. He pulls out into traffic, and starts heading back towards the Baxter Building.

"What's the most embarrassing thing that's ever happened to you?" Jennifer asks.

Scott's appearance gets serious, as he thinks. "That's a good question; I don't really know."

"Oh, come on; there has to be something that happened to you that was embarrassing." She says, placing her hand on his knee.

"I guess the most embarrassing thing that's ever happened to me would have to be this one incident during my military training. I was going through a battle simulation with a female instructor, while our department head supervised. Anyways, I had just pulled the pin on my grenade, and was just about to throw it, from behind our cover, when a piece of debris clipped my hand, causing me to release the grenade too early. I realized that we were now in the blast radius, so I tackled my instructor, trying to get her out of the way. It was only training, so it was only a smoke grenade, but it was instinct to do it. Well, when the smoke cleared, I found myself on top of her, with my face firmly planted between her legs. I never quite lived that down, and she refused to lead any more battle simulations that I was a part of."

"How long were you in the military?" She asks.

"Ah, five years." Scott replies, realizing that he's going to have to be careful just how much he reveals to her.

"Why did you leave?"

"Well, the opportunity arose to work with Tony Stark, and I took it."

They pull up to the Baxter Building, and Scott turns off the car. He steps out, walks around to the passenger side, and helps Jennifer out.

"Thank you for dinner." She says.

"It was my pleasure. I had a really good time tonight. It was nice to finally get to know you a little better." Scott replies with a smile.

"Well the night doesn't have to end just yet." She says, inching closer to him. "You could come upstairs for...coffee." She tilts her head to the side, and bites her lower lip.

Scott opens his mouth to reply, but a nearby explosion interrupts him, and rocks them both. He looks in the direction of the explosion, and says, "That came from Central Park." He turns back to Jennifer, places both hands on her shoulders, and says, "I gotta go; you get yourself to safety." He runs around to the driver's side. "I'll call you." He calls out, before driving away.

He hears a loud thud behind him, and sees a shadow sail by overhead. He looks in the rear-view mirror, and doesn't see Jennifer anymore; so he figures that she took refuge in the Baxter Building.

Not long after, he pulls up, just outside the Avengers mansion, and can see several Avengers heading across the street and into Central Park. He pops the trunk, grabs his shield and costume, hops a stone wall, and changes. He then steps out onto an open path, and is nearly knocked over by Hawkeye, as he comes sailing through the air and lands several feet away.

Scott rushes to Hawkeye's side. "Hawkeye! Are you alright? What's going on?"

"Cap? Thank God you're here." Hawkeye says, standing up with Scott's help. "We got real trouble; Ultron."

"Ultron?" Scott asks, shocked.

"Yeah. He crashed a ship right in the middle of Central Park, and has an army of drones with him. I sent out a call to all Avengers, both active and reservists, in the area, before I came out."

"Good call, Hawkeye." Scott says, as they make their way to the battle. "What is Ultron doing? He's never been one for an offensive approach; he usually likes to set traps and show us how smart he is."

"Tell him that." Hawkeye says.

"Captain, what are your orders?" Vision asks, as he floats down next to Scott.

"Vision, patch me into everyone's communicators." Scott says, surveying the battle.

"Captain, there are non-Avengers fighting here as well." Vision says.

"Well, if there's any way to communicate with them too, then connect me to them as well; if not, then I hope they have enough sense to figure out what's going on." Scott replies.

"It is done, Captain. You can now address all the Avengers, as well as the Fantastic Four; I'm afraid that Spider-Man, Daredevil, and She-Hulk will not be able to hear you, though." Vision says.

"That's good enough, Vision; thank you." Scott says, before tapping the side of his mask, and activating his built-in communicator. "Alright, everyone listen up; this is Captain America. I have a plan, and I'm going to need everyone's cooperation on this one."

"Invisible Woman, if you could, please erect a shield around the park, so that none of Ultron's drones can get out into the city." Scott says.

"Will do Captain." He hears her reply over his communicator.

He looks up, and sees the air shimmer. "All ranged fighters, form a perimeter and keep the drones contained. All heavy hitters, you're the first wave; drive them back. Everyone else, start ripping this army apart." Scott says, adjusting his shield. "Oh, and bring me Ultron's head."

Hawkeye runs off to position himself, and Vision is about to fly away, but Scott grabs his arm. "Vision, have you seen Thor, Iron-Man, or Yellowjacket?"

"Iron-Man is on the other side of the park, and Dr. Pym is at a conference in Denver. I have no clue as to the whereabouts of Thor." Vision replies.

"Okay. I have a special assignment for you, Vision. I need you to keep in touch with Invisible Woman, and let her know when and where she needs to drop her shield to allow reinforcements in, or casualties out."

"Acknowledged, Captain." Vision says, as he flies away.

Scott takes a couple of moments to observe the battle, and sees that the drones are being pushed back into a large group. Adjusting his shield one last time, he takes off at a run and plows into the drones, smashing them until they are motionless at his feet.

Suddenly, he is grabbed from behind and lifted into the air. He is unable to strike at the drones holding him, and feels himself being passed from drone to drone, until he is unceremoniously dumped into an open area.

"Ah, Captain America." Ultron says, approaching Scott. "You shall be my first victim today. And with your death, the battle efficiency of the other so-called heroes will drop by 72.68%; guaranteeing my victory."

Scott picks himself up off the ground, and sees that he has been deposited in the center of the battle, and that he is surrounded on all sides by drones. He starts to back away, circling the area, not allowing Ultron to get any closer. "What gives, Ultron? This isn't like you. Did you run out of brilliant ideas, and decide to try your hand at a full frontal assault?"

Ultron stops in his tracks. His eyes flash, and he says, "Error: Your vocal patterns do not match my files of Captain America." Another flash. "Conclusion: You are not the real Captain America."

"Really? Well, if I'm not the real Captain America, could I do this?" Scott says, as he takes a couple of steps forward and throws his shield directly at Ultron.

At the last possible second, Ultron dodges; but not enough, as the shield connects with his left shoulder joint, and cuts cleanly through, severing the arm, before bouncing off the back of a drone, and lobbing up in the air, where it is caught by Scott.

Ultron looks down at his, now, severed arm, then back at Scott. "Observation: Subject moves and fights like Captain America." He lifts his right arm, and points it, palm out, at Scott. "Conclusion: Terminate, and determine validity of identity posthumously."

Suddenly, a beam of energy fires out from Ultron's palm, and Scott has just enough time to raise his shield to protect himself. The beam keeps coming, and Scott starts sliding backwards , as Ultron approaches. The force of the beam is so incredible, that Scott can feel his knees buckling.

Just when he thinks that he can't take it anymore, a lightning bolt strikes Ultron, and stops the beam. Scott looks up to see Thor plunging towards Ultron, hammer first. With the reflexes only an android can have, Ultron jumps out of the way, as Thor crashes into the ground.

Thor stands up, and says, "Vile creature, I hath had enough of thee. It is past time that thou be sent to the netherworld for good; and I, Thor, shall smite thee." He lifts Mjolnir above his head, and starts twirling it at incredible speed.

Scott notices that Ultron isn't moving, and seems to be waiting for Thor to strike. It's then that he sees that Ultron's chest plate is partially open, and there is some kind of energy build up behind it. "Thor! No!" Scott shouts, but it's too late as Thor releases Mjolnir directly at Ultron's chest.

In the blink of an eye, Ultron's chest plates open up to reveal a larger version of Iron-Man's repulsors, which fire a beam at Mjolnir. For a split second, the hammer seems to hover in mid-air, before reversing course, and knocking Thor in the side of the head.

The Thunder God collapses, unconscious; his hammer falling to the ground next to him.

"As you can see, Captain America; I have accounted for everything. Even the mighty Thor is powerless to stop me. Come now, and accept your death; I shall make it quick and, relatively, painless." Ultron says.

Scott raises his shield and charges at Ultron. He dives to the right, as Ultron unleashes another blast from the repulsor, and comes up swinging his shield at Ultron's left side. It smashes the exposed arm socket, sending sparks flying, and knocking Ultron sideways. He tries to take advantage of Ultron's stumble and smash the repulsor, but Ultron is too fast, and recovers quickly enough to deflect the blow with his right arm, before swinging it back, and punching Scott in the side of the head; sending him flying through the air, to land several feet from Thor.

Scott manages to stand up, but is immediately lifted off his feet by Ultron, who turns Scott to face him. "Query: Why do you still resist? Your defeat is inevitable. You should just accept it and go to your death humbly."

"When are you going to learn, Ultron? How many times are we going to have to beat you before you realize that you'll never win?" Scott says, as he brings his shield up quickly, striking Ultron in the chin, knocking his head back, before smashing his right arm away; causing him to drop Scott.

Scott rolls away, and throws his shield at Ultron's right shoulder, hoping to duplicate his earlier maneuver; but instead, Ultron catches the shield with his right hand. "You will find that I learn rather quickly, Captain America. The same move will not work on me twice." He tosses the shield over his shoulder and into the sea of drones. "I've decided that I no longer wish you a quick death; I shall make it long, and very painful."

Ultron charges at Scott, who tries to roll away, but is not fast enough and gets kicked in the stomach. Scott clutches his stomach with his left arm, but doesn't even have time to catch his breath before Ultron kicks him in the back, flattening him to the ground. Ultron then steps on Scott's lower back, pinning him there, and bends down until his face is next to Scott's head. "A quick increase in pressure, and I'll shatter your spine, paralyzing you from the waist down. Then I can take my time, and slowly dissect you until you are begging for death."

"It'll be a cold day in hell before you ever hear me beg, you bucket of blots." Scott says, struggling to get free.

"Have it your way then." Ultron says, standing back up. "Say good-bye to the use of your legs."

"Let's not." A female voice says, then a loud clang is heard, and Ultron is knocked off Scott's back. Someone grabs Scott's shoulder, lifts him up, and places him on his feet. "I think this belongs to you." His shield is held out in front of his face.

He accepts the shield from his rescuer, and, even though he's never met her in person, recognizes She-Hulk. "Thanks." He says.

"The Incredible Hulk was unable to defeat me. What makes you think that an inferior version will fare any better?" Ultron says, having picked himself back up.

"I'll show you 'inferior'!" She-Hulk shouts, charging at him.

As Scott tries to catch his breath, he watches She-Hulk pound away at Ultron, and it's then that he realizes that she isn't wearing any kind of uniform, but the tattered remains of a tiny purple dress and underwear.

Quickly, Ultron gets the upper hand, and manages to grab She-Hulk by the throat; holding her at arm's length, while she tries to break free by smashing his arm. Scott notices that She-Hulk's previous attacks have actually dented Ultron's chest plate enough that the seam in the middle is now visible. He decides to charge at Ultron, and drives the edge of his shield right into the seam. "What?" Ultron asks, turning to look at Scott, but not releasing She-Hulk.

Scott pushes against the shield, trying to pry open the chest plate. "A useless effort, Captain; you lack the physical strength for that." Ultron taunts.

She-Hulk reaches out with her right hand, grabs the edge of the shield, and starts pulling it towards her. With a load bang, half of Ultron's chest plate rips free.

Ultron immediately drops She-Hulk, and strikes out at Scott, punching him directly in the chest. Once again, Scott is sent flying through the air, and lands next to Thor. He lifts himself to his hands and knees, but can't manage to stand up. He hears another bang, and assumes that She-Hulk has managed to rip off the other half of Ultron's chest plate.

There is a flash of light, and She-Hulk's body crashes down several feet to his right; she's unconscious, but still breathing.

Scott hears Ultron approaching him, and knows that there will be no threats this time, no talking; this time, Ultron will simply kill him. His shield is nowhere to be found, probably knocked away by the same punch that sent him flying. He tries to get to his feet, and feels something underneath his right hand. He looks down and sees Thor's hammer, Mjolnir.

He hears Ultron come to a stop behind him, and the hum of the repulsor charging up. He knows that at this distance, a full power blast will pulverize every bone in his body, and liquefy his internal organs; killing him instantly.

Scott grabs the hammers handle with both hands, and spins around to face Ultron. Just as the repulsor fires, the hammer smashes it. Suddenly, three consecutive lightning bolts strike Ultron; the third one causing his body to explode.

When the dust settles, all of Ultron's drones are no longer functioning, and Scott is kneeling on the ground, holding Thor's hammer, with Ultron's head resting on the ground at his knees.

Most of the heroes that were battling Ultron's drones make their way to the center to see what happened, and are all shocked to see Scott, now standing, wielding Mjolnir, while Thor is only now coming too.

Iron-Man lands next to Scott, and reaches out to support him.

"Thanks." Scott says, looking around at the gathered heroes. "What's going on? Why is everyone starring?" He whispers to Iron-Man.

"Because you're holding Thor's hammer." He whispers back. "No one can even lift it, other than Thor."

Thor approaches them, and says, "Nay, Iron-Man, that be false. Mjolnir may be wielded by those deemed worthy by Odin." He looks at Scott closely. "But today be the first day that a mortal hath wielded it." He places his right hand on Scott's left shoulder. "Thou art truly a worthy man, Captain America."

"All I did was pick up your hammer." Scott says, only loud enough for Iron-Man and Thor to hear.

"Cap, even the Hulk can't pick up that hammer; and he's tried." Iron-Man says.

"Hulk." Scott whispers, then looks around to find She-Hulk being helped up by Thing.

He hands Mjolnir to Thor, and starts to walk towards She-Hulk, but stops when Vision lands in front of him. "Captain, the battle is won. What are your orders?"

"Orders? Ah, sure." Scott taps the side of his mask, activating his communicator. "Everyone, this is Captain America. Good job; Ultron has been defeated, and now the cleanup starts. Any injuries are to be taken care of immediately, while Mr. Fantastic and Iron-Man can fight over the remains of Ultron's army. Everybody else, help remove this trash from our city." He says, then quickly adds, "Oh, by the way; has anybody seen my shield?"

"I believe I just saw Spider-Man with it as I was landing." Vision says.

Scott looks around , and spots Spider-Man walking his way with his shield. "Hey, look at me; I'm Captain Spider." Spider-Man says, striking a pose with the shield. "No, wait; that was lame. How about Spider-America? Nope, sounds stupid. Oh, I got it; The American Spider. Yeah, that's the one."

"How did you end up with my shield?" Scott asks him, accepting the shield from Spider-Man.

"It was pretty cool, actually." Spider-Man says, as he starts miming a fight. "So there I was, fighting three of Ultron's drones, and I had just managed to snare them together with my webbing, when my spidey-sense started tingling; so I ducked, thinking that another drone was trying to get the drop on me. Instead, your shield flies right through the space I had just been standing, and decapitates all three drones."

"Really?" Scott asks.

"Yeah. I mean, I already had the situation under control, but a little help once and awhile is always appreciated." Spider-Man replies.

"Help?"

"Yeah; but don't think that this means that you can start following me around; I don't need a sidekick." Spider-Man says, shaking a finger at him.

Scott can't help but laugh. "Oh well, there goes that dream. But if you ever change your mind Spidey, you know where to find me."

"Sure do." Spider-Man says, jumping up in the air, shooting a web, and swinging away.

Scott looks back to see She-Hulk walking away, and runs to catch up to her. "She-Hulk, wait." He calls out as she reaches the edge of the park.

She turns around to see him running, and stops. "Yes Captain?" She says, as he comes to a stop in front of her.

"I wanted to talk to you about before." He says.

She waves her hand dismissively. "You already thanked me, and then you saved my life; so we're even."

"No, I wanted to talk about before that." He says, and she looks at him confused. He looks around to see that no one is within earshot. "I wanted to apologize for running off like that earlier. If I had known who you were, I would have taken you with me."

It takes her a few moments to understand what he means, but when she does, she looks shocked. She looks around, then grabs him and pulls him behind a couple of trees. "Scott?" She asks.

"Yeah. It's me, Jen." He says, peeling back his mask. She still looks shocked, so he says, "I know you must have questions, and I'll answer them all; but not here." He pulls his mask back on.

"My place; fifteen minutes." She says, before jumping in the air, and disappearing.

"Okay." He says to himself.

* * *

Several minutes later, Scott finds the bush that he had hidden his duffel bag behind, and changes back. Then he hops the stone wall, and gets back in Tony's car. In no time at all, he's back at the Baxter Building. After a short elevator ride, he walks down the hall until he gets to the door to Jennifer's apartment.

He reaches out to knock, but the door opens and a large green hand grabs him, pulling him into the apartment. The door slams shut, and he turns around to see She-Hulk standing there wearing a tiny pink bathrobe; which he realizes would be normal sized on Jennifer.

"Alright. Who are you really? Where's the real Captain America? How long have you been impersonating him? And do the other Avengers know?" She-Hulk asks, placing her hands on her hips.

Scott starts ticking things off on his fingers. "Ah, okay. I really am Scott Summers. The real Captain America is in a secret bunker, in a coma. I've been impersonating him for about nine months now, and most of the Avengers know the truth...now."

When she doesn't move, or say anything, he adds, "Look, why don't I just start from the beginning? It'll all make sense then."

"Fine." She says, walking into the living room, but always keeping an eye on Scott. "Have a seat."

She sits in the love seat and indicated the couch. Scott sits down and says, "I guess I should start by telling you that I'm an agent of SHIELD."

* * *

"...and there you have it." Scott says. "Do you believe me now?"

"Yes; but, wow." She-Hulk says, leaning forward in her seat. "It still raises some questions, though; but I do believe you."

"I know what questions you probably have, and I can only tell you that I'm not allowed to answer them." Scott says, then he leans forward and asks, "So, when were you going to tell me about this?" He waves his hand at her.

She looks down at herself, and asks, "What?"

"About you being She-Hulk."

She laughs. "Oh, come on. You're joking right?" But when she sees that his face is serious, her smile disappears. "You really didn't know I was She-Hulk?"

"Jen, I grew up inside the system; I didn't follow everyday events, I studied data on possible threats." He says. "I knew of She-Hulk, but since you was never considered to be a threat; my knowledge of you was limited."

"But what about when you became Captain America? Didn't you have to study about the Avengers and such?" She asks, sitting back and crossing her legs.

"I did, but the only reference to you in the files, was that you were on a list of heroes that had dealing with the Avengers, but had never been made official members." He says, then adds, "Sorry."

"So you really didn't know?" She asks.

"No, I didn't. I thought you were just sweet little Jennifer Walters, attorney to the super-heroes."

"Does it bother you, me being She-Hulk?" She asks, looking down at her hands.

"Not at all." He says, reaching over and placing a hand on top of hers, causing her to look up at him. "Does it bother you, now that you know my story?"

"No; in fact I feel closer to you now." She says, as they both stand up to face each other. Scott realizes that he now has to look up to look her in the eye. "So, the offer still stands...for coffee." She says smiling at him, cocking an eyebrow suggestively.

"You do realize that I just got knocked around by a very powerful android, right?" Scott asks, smiling back.

"Then I'll be extra gentle with you." She says, running a hand through his hair.

He takes her hand and kisses the palm. "Will you be Jennifer?" He asks.

She seems slightly taken aback by his question. "Do you want me to be Jennifer?"

"Yes."

"Why? You can have all this." She says, stepping back and spreading her arms out wide. "Why would you want little old Jen?"

"Because, while She-Hulk is attractive, Jen is downright beautiful." He says, pulling her close to him.

Slowly, She-Hulk shrinks and losses her green coloration, to eventually be replaced by Jennifer, with a big goofy grin on her face. "Is this really what you want?"

He bends down until his lips are inches from hers, and says, "More than anything." Then he kisses her.

Soon after, her pink bathrobe hits the floor and pools at her feet; followed closely by his shirt and pants.

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: What is supposed to be a simple trip to find out about Scott's past, turns into a life and death struggle.

Text in *_Italics_* represent thoughts.


	11. Sinister Happenings

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: Three more months have passed, and Scott is still Captain America. He has been using his free time to look into his past, in hopes of finding out about his family. This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Chapter.8. – Sinister Happenings**

A car turns down a dirt road, and approaches a rundown house, surrounded by tall, uncut grass. The car comes to a stop, and Scott gets out. He looks at the house and sees that most of the windows are boarded up, and that it is in a state of disrepair.

Jennifer steps out of the passengers side, and asks, "Is this the right place?"

Scott walks over to the porch, and picks something up off the ground. He brushes off the dirt to reveal a sign reading *The State Home for Foundlings; est 1963*. "This is the place." He replies, looking back at the house. "But it looks like no one has lived here for years."

Jennifer walks over to stand beside him. "Maybe they moved to a new location?"

"No. This is the address I got from the registry; it hasn't moved." He says, taking a cautious step up onto the porch.

Jennifer places a hand on his shoulder to stop him. "Scott? What are you doing?"

He looks back over his shoulder at her. "What does it look like? I'm going inside."

"But..."

"Look Jen, we have a court order saying that we are allowed to enter the premises and inspect their records; and that's what I intend to do. Odds are the records have all been removed, and are stored somewhere else; but maybe there's a clue as to where that might be inside." Scott says, taking her hand.

Jennifer nods, and steps up onto the porch with him.

Scott reaches for the door handle, certain that it's locked; but is surprised when he turns the knob and pushes the door open.

If the outside looked bad, it's nothing compared to the inside. A thick layer of dust covers everything, and spider-webs hang like curtains. It is also apparent that most of the furniture and decorations are broken. The picture frames are scattered about on the floor.

"How long has it been since you ran away?" Jennifer asks, being careful not to step on anything.

"I ran away when I was fourteen, so almost ten years now." Scott says, picking up a picture off the floor, and dusting it off. "Why?"

"Because this place looks like it's been abandoned for a long time." She looks at the picture Scott has. "Almost as long as you've been gone."

Suddenly Scott stands up straight and takes off running down the hall. He turns left at the end, and runs up the stairs. Jennifer is right behind him, as he crashes through a door, and into a large room. "No. It can't be." Scott says, coming to a stop in the middle of the room, and staring at a huge hole in the wall and ceiling.

"What happened here?" Jennifer asks, as she survey's the damage. "It looks like something took a chunk out of the house."

"Not something; someone." Scott says. "I did this."

Jennifer turns to look at him. "What?"

"You remember that I told you I'm a mutant, and that I shoot powerful beams of concussive force from my eyes, unless my eyes are closed or I'm wearing some kind of protection; like my glasses." He says, tapping his ruby-quartz glasses. Jennifer just nods. "Well, when I was fourteen, my mutant power manifested, and I did that before I could close my eyes and stop it." He says, pointing at the hole.

"Wow." Jennifer says, looking at the hole again.

"That same night, I ran away; but I always assumed that they had repaired it, and gone on being an orphanage." Scott says, as he walks over to a bunk-bed near the window. He reaches down and runs a hand over the bottom bunk.

"Was that your bed?"

"For almost three years."

Jennifer places a hand around his waist, and he pulls he into a hug. "What do you suppose happened?" She asks.

"I don't know; but I intend to find out." He replies, turning them towards the door, taking her hand, and leading her back downstairs.

They stop at a closed door, about halfway down the hall. Scott reaches for the handle, while Jennifer reads the name on the door. "Dr. Milbury."

"If there are any records left, they'll be in here." Scott says.

The room is like the rest of the house, covered in a layer of dust, except the furniture is still intact. Scott sees some filing cabinets near the back wall and says, "Over there. We might as well start with those."

They make their way over, trying not to knock anything over in the cluttered office. "So where do we start?" Jennifer asks.

Scott looks at the four cabinets and says, "You take the right, I'll take the left, and we'll work our ways towards each other." He opens the top drawer, and starts searching the contents.

Jennifer does the same on the right side, and asks, "So, what are we looking for?"

"Anything labeled Summers, Scott, Alex, or dated from around the time of the plane crash up until I arrived." Scott replies, flipping through the folders.

Jennifer busies herself with reading the folder labels, and is halfway through the second drawer when Scott shouts, "What the fuck!" She looks over to see him pulling out folders, opening them, and then tossing them over his shoulder.

"What's wrong, Scott?"

"The folders...they're empty. Well not empty, but full of useless papers. It's like as if someone just put a bunch of random medical printouts in the folders." He replies, tossing more folders down in disgust.

Jennifer takes a folder out of the drawer she was going through, and opens it. Sure enough, the folder labeled 'Smith, Tabitha', is full on computer printouts. She grabs the next folder, 'Sontag, Philippa' and finds that one to be full of printouts too. "This doesn't make any sense." She says. "Did someone remove the actual files and then fill the folders with this?"

"Or were there ever any files to begin with?" Scott adds.

They both get back to the filing cabinets.

Not long after, Jennifer says, "Hey, this drawers locked."

Scott looks over to see her on her knees, trying to pull open the bottom drawer. "Need a hand?"

"No...I...got...it." She replies, yanking between each word. Finally, with one last pull, the lock pops, and the drawer slides open.

They both look inside, and see that it is almost empty; a small lockbox sits on top of several folders. Scott grabs the lockbox, and tries to open it, while Jennifer takes the folders, and reads the labels.

"Oh my God; Scott, we found them." She says. "Look at these; 'Summers, Scott' and 'Summers, Alex'." She holds up the folders so that he can see the labels.

He takes the folders, handing her the lockbox, and opens the one with his name on it. "It's real. Everything is in here; from the day I woke up at the hospital, until the day I ran away." He says, closing it and opening the other one. "This one too."

"So are these two." Jennifer says, having checked the other two folders. "Nathaniel Essex, and Remy LeBeau. Those names ring a bell?"

Scott stands up, and is silent for a few moments, before taking the four folders and the lockbox, and saying, "I'm going to go put these in the car; I can read them back at the hotel."

"Scott, I..." Jennifer starts to say, standing back up.

"Look, Jen, I know what you're going to say, but look at this place; something fishy is going on here, and I'm not willing to risk losing these now that I've found them."

"You're right." She replies. "I'll keep looking through the rest of the folders until you get back; maybe I'll find something else."

Scott turns, and walks away. He makes his way down the hall and out the front door, but has a feeling that he's being watched. He pops the trunk of the rental car, and uses the fact that his glasses hide his eyes to scan the building. He notices some movement behind one of the upstairs windows, but isn't sure if it's his imagination getting the better of him. Just in case, though, he takes out his artists portfolio, which contains his visor and Captain America's shield.

He makes his way back inside, and as he approaches the office, he notices that it's quiet; too quiet. He doesn't hear the sounds of papers being shuffled, or even metal drawers being opened or closed.

He steps into the open doorway, and sees a large blond man holding up an unconscious Jennifer by her hair, with one hand, while his other hand is hovering in front of her throat, with, what looks like claws, millimeters from her jugular.

Before Scott can even think about moving a muscle, let alone utter a single word, something hits him in the neck, and his whole body is shocked with an electric current.

No longer able to control his body, Scott falls forward and to his left, hitting the floor with his shoulder. Luckily, his glasses remain on; so he can see as another man walks into the room from behind him. This man is large, with long black hair, and a mustache; his clothes seem to be covered with bits and pieces of machinery.

He bends down to inspect Scott, and notices that he's still conscious. "Would you look at that; he's still conscious." He says in a deep voice. "That shot should have been enough to knock out anyone." He glances over at the blond man. "Well, anyone that isn't you Sabretooth."

He looks back down at Scott, then removes something from his left hip. "This'll knock him out long enough." He says, pressing the device against Scott's neck, and pushing a button.

Once again, Scott feels an electric current course through his body, until, eventually, he succumbs to unconsciousness.

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Sabretooth? Can Mr. Sinister and the rest of the Marauders be far behind?

Text in *_Italics_* represent thoughts.


	12. Sinister Happenings Part 2

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: Three more months have passed, and Scott is still Captain America. He has been using his free time to look into his past, in hopes of finding out about his family. This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Chapter.9. – Sinister Happenings (Part.2.)**

When Scott regains consciousness, he finds himself strapped down to a metal table, completely naked; except for his ruby-quartz glasses. He tries to move his head, but it is held in place with a metal harness. "Damnit." He swears, frustrated that he can only see the white light hanging directly over his head. "Is anybody there?"

He hears someone moan off to his left.

"Jen? Is that you? Come on baby, wake up?"

"Oh, she won't be waking up any time soon, Scott." A familiar voice says. "I've given her enough sedative to keep her under for several more hours."

"Who's there? Show yourself!"

Suddenly, out of the corner of his eye, Scott see someone from his past step forward, and into the light. "Have you already forgotten me, Scott?"

"Dr. Milbury? What's going on here?" Scott starts to struggle against the restraints.

"Ah, so you do remember me, I'm touched." Dr. Milbury says, stepping up and leaning over Scott, until their faces are inches apart. "But extremely disappointed in you." His face suddenly turns into a scowl.. "I took you in, gave you a home, taught you my doctrine, and how do you repay me when you discover your wonderful gift? You steal from me, and run away." He turns sideways, and looks at where Scott assumes Jennifer is. "And then you debase yourself by mating with a baseline human." He turns back, and his face is neutral again. "Thankfully, you haven't procreated with her...what a waste that would be."

Scott feels a sharp pain on the inside of his left elbow. "What are you doing?" Scott asks.

"Oh, just removing some genetic material from you. How else am I supposed to find your ideal genetic match, so that I can go about producing the mutant savior?" He holds up a vial of blood before Scott's eyes. "This is but half of the key to mutant survival. Soon, I shall find the other half, and then you two can mate."

"You're insane." Scott says. "I always used to think you were nuts, with the whole 'Survival of the Fittest' crap; but now I know."

The scowl appears again. "I am not insane! I am the only hope mutant kind has of surviving! And my doctrine is not crap; it's the truth, as taught to me! We are the next step in evolution, Scott. We are the rightful heirs to the planet, and we must eliminate the weak so that the true superior mutants can take their place at the top." Dr. Milbury says, then stands back up, and walks away.

"Wait. Get back here, and let us go!" Scott shouts. "Milbury!"

"The Doc's gone, Meat." Another voice says. "He's gone off to his lab to play with his toys." The large blond man from before appears next to him. "It's just you and me..." He smiles, revealing sharp pointed teeth. "...and her." He walks away, and towards the sound of moaning. "Since the Doc thinks she's worthless, I'm sure he won't mind me having a little fun with her before we dispose of her."

"Don't you lay a hand on her!" Scott yells, struggling with his restraints again. "I'll kill you before I let you hurt her!"

"Not much you can do now; is there, Meat?" The man says. "Besides, I doubt you could even land one punch before I gut ya."

"Why don't you cut me loose, and we'll find out?" Scott says.

"Nah. The Doc thinks you're somethin' special, and forbids any of us from harmin' ya, Meat." The man says. "Me personally, I think you ain't worth shit. But I do like your taste in women, though. I likes the tiny ones; they can fight back as hard as they like and I barely have to waste any energy restrainin' 'em."

"Why don't you wake her up, and see if you can handle her then." Scott says, an idea formulating in his head.

"Ya think I wouldn't be able to if she was awake? Boy, you don't know me; I like to hear 'em scream." Suddenly, the blond man is back in front of Scott. "I wonder, though, how much damage you'd do to yourself , tryin' to get free, while your little lady is screamin' at the tops of her lungs?"

Again, the blond man walks away. "Well, you asked for it; so get ready to hear her scream, Meat."

Scott hears a crack, followed by Jennifer making more noise. "What?" She finally says.

"Wakey, wakey." The blond man says. "Sabretooth wants to play."

"Jen, go green!" Scott yells.

All of a sudden, there are several loud cracks, and a strangling sound.

"Jen! What's happening?"

"Hey there, handsome." She-Hulk says, standing over him. "I never knew you were into this kind of kinky stuff." She says, cocking an eyebrow.

"Jen, are you okay?"

"Oh, I'm good now, honey. How are you?" She asks, smiling.

"I'll be a lot better once you get me off this table." He says.

"Coming right up." She reaches down and rips off his restraints.

Scott slides off the table, and stretches. He looks over at Jennifer, and sees her standing there naked, holding an unconscious Sabretooth by the throat with her left hand.

"What?" She asks, noticing that he's looking at anything but her.

"Nothing. We need to get out of here." He replies.

She realizes what's making him uncomfortable. "Oh come on, Scott; you've seen me naked before." She teases.

"No, I've seen Jennifer naked, not She-Hulk."

She slams Sabretooth onto the empty table, and bends the metal bars to pin him down. "That should hold him." She turns back to Scott. "What do we do now?"

"We find a way to get out of here, and contact the Avengers. Then we come back and take down this place."

"Wherever here is."

"The orphanage." Scott says, walking over to the only door, and peeking around the edge.

"The orphanage?" She asks, walking up beside him.

"Yeah. Dr. Milbury, the guy who ran the orphanage, was here when I woke up. I think we're in the basement." Scott replies, stepping around the corner.

They walk quietly down the hall, until they reach the next doorway. Scott peeks around the corner, and can see that the room is occupied. He looks again, and sees three people sitting around a table, playing cards. He gestures to Jen that there are three people in the room.

"Is Victor gonna join us or not?" A woman with short black hair says.

"Probably not." The large man, with the mustache that attacked Scott earlier, says. "You know him. He'll be playing with that woman we caught for awhile, before disposing of the body."

"I wouldn't mind getting my hands on that guy that was with her. What did Sinister say his name was? Summers?" A woman with long green hair says. "He's yummy."

"You would think that, Vertigo." The first woman says.

"Oh, come on, Arclight. You can't honestly tell me that you wouldn't like an hour alone with him."

"While he may be physically attractive, his personality would no doubt repulse me."

"Sorry. I forgot that John, here, is the only man on the planet with a soul as twisted and tortured as yours."

"Good, cause Scott's my man, and I'm afraid that I have to hurt anyone who tries to take him from me." She-Hulk says, stepping into the doorway, and planting her fists on her hips.

"What the..?" Vertigo says, jumping up.

"She-Hulk? Where did she come from?" Arclight says, also jumping to her feet.

Scalphunter, on the other hand, immediately reaches for something at his hip, but an optic beam hits him in the chest, and knocks him backwards, off his chair. "You take care of the women, I'll make sure he stays down."Scott says, stepping into the room beside She-Hulk, holding his glasses in place with his left hand.

"Why am I not surprised? You just want to see me wrestling around with two other women, hoping that we'll all end up naked, and decide that the best way to resolve our issues will be to have a mind-blowing four-way with you." She says, walking over to the two woman, who seem to be frozen in place.

"What would I do with two other women, Jen; you're more than enough woman for me." Scott says, circling around the room, always facing the table in the center.

Suddenly, Arclight swings her right hand at She-Hulk's chest; but what should have been nothing more than a tap to She-Hulk, instead propels her off her feet and through the doorway.

Scott starts to lift his glasses, but Vertigo spreads her hands out. He starts to feel dizzy, causing him to sway slightly, and throwing off his aim; making the beam clip Arclight in the shoulder, spinning her around, but not taking her out of the fight.

As Vertigo approaches Scott, he finds it hard to stand, and falls to his hands and knees. The dizziness is so intense, that he can feel himself on the verge of blacking out, when he hears She-Hulk say, "Ah, excuse me; but that's my boyfriend that you're hurting."

Scott looks up to see She-Hulk towering over Vertigo. She gives her a light slap across the face, which causes her to spin around completely, and collapse, unconscious. Immediately, the dizziness disappears, and Scott is able to stand up with She-Hulks help.

Suddenly, She-Hulk goes rigid, and screams out in pain. Scott can see Scalphunter standing behind her, holding, what looks like, a giant taser gun, but is unable to get a clear shot without hitting She-Hulk; so he looks off to the side and lifts his glasses, bouncing an optic beam off the side wall, then the far wall, then the ceiling, and finally off the table, which has been tipped over on its side, before hitting Scalphunter in the back, slamming him into She-Hulk. He collapses into a heap, next to Vertigo.

She-Hulk drops to her knees, but manages to remain conscious. However, Arclight has picked herself up, and starts running at them, with her right hand pulled back.

Not taking any chances, Scott lifts his glasses again, and hits her with an optic beam right in the chest, knocking her back through the air, and over the table.

He takes a quick look around the room, to make sure that there are no more threats before kneeling down in front of She-Hulk. "Jen, are you okay? Can you walk?"

"Yeah. He just surprised me, that's all. Used some kind of taser that managed to actually affect me." She replies, standing back up. "What now? I don't see anything to tie them up with."

Scott continues to look around the room, until something catches his eye. "Wait a minute."He says, as he walks over to the far corner. "Yes! They brought down my case." He bends down and opens it. "And they didn't even take the time to go through it." He stands back up, now wearing his battle visor, and holding Captain America's shield.

"You know, I've had fantasies about you just like that; naked with only your shield." She-Hulk says with a wink.

"Now's not the time Jen." Scott says, walking towards the door.

"But Scott, this could be our last moments on this earth; if not now, then when?" She says, teasingly as she joins him in the hallway.

He can't help but smile, and says, "I'll tell you what. You help me find Milbury so that I can get some answers, and I'll help you live out any fantasy you choose; no matter how sick and twisted."

"Oh, you got yourself a deal there, Mr. Man." She replies. "When we get out of here, you better get some rest, because you're gonna need it for what I have planned."

"Well planning is all you're going to be doing unless we find him."

They come across several more rooms, but they are all empty. At the end of the hall they find an elevator, that only has three possible selections. Scott stands there with his hand outstretched, unsure whether he should choose the lower level, labeled lab, or the upper level, labeled basement.

Deciding that Dr. Milbury is more likely to be in the lab, he presses the button and stands back, waiting for the doors to open.

When they do, Scott is shocked to see the size of the cavernous room beyond. They step out into a huge domed room, covered in large glass cylinders, with wires covering the floor. In the center of the room, is a huge pillar covered in computer screens.

"What the hell is this?" Scott says, walking into the room.

She-Hulk starts to circle the room, inspecting the glass cylinders. "There are bodies in here." She says.

"What?" Scott asks, turning back to watch as she continues around the room.

"Not just bodies; I think these are clones." She looks over her shoulder at him. "This one has the green haired woman we just fought upstairs." She says, indicating a row of cylinders. "And so do these."

Scott does a three-sixty, looking at all the cylinders. "He's growing an army." He notices that each cylinder has a large metal wire running from it to the pillar. "We have to destroy the pillar; we can't let him activate these clones. Who knows what he could do with them."

"But isn't that murder?" She-Hulk asks. "Won't we be killing them?"

"Jen, sweetie, I know that you're a lawyer, and that to you laws are absolute, but take it from someone who's worked in the military; sometimes, laws have to be broken to protect the innocent. Does that make it right? No. Should the people breaking the laws, be held accountable? Yes."

"I understand, Scott, but still..." She says, looking apprehensive.

"Jen, we can argue back and forth about this, but the fact of the matter is, these clones can be used as a weapon, and Milbury is just insane enough to do just that." He walks up to her, and takes her hand. "I'll take care of it, Jen; I won't ask you to do this."

He turns back to the pillar and activates his visor, firing a beam straight at the center. Just before it impacts, a flash of energy appears to surround the pillar, and deflects the beam off to the side, where it shatters several cylinders.

Suddenly, an alarm starts blaring, and all the lights turn red. "Shit. There's some kind of energy shield around the pillar." Scott says. He takes his shield and throws it at the pillar; but this time, it actually makes contact with one of the monitors, shattering it, before rebounding back to Scott. "Wait a minute. It only repels energy, not matter."

Scott turns to She-Hulk, and says, "Jen…"

"No, Scott I won't do it; I can't."

"Jen, I'm not going to ask you to do anything you don't want to do, I just need to know how good your arm is."

"What?"

"I want you to throw me at the pillar. I'll use my shield to protect myself, and I should be able to punch a large enough hole into it that I can use my powers behind the shield, and bring it down."

"Are you serious?"

"Deadly serious. This place has to be destroyed, and we can't wait until we get in touch with the Avengers." He takes her hands in his again. "You won't be responsible for a single death today, Jen; that's a responsibility I'll take for myself."

"Okay; let's do it before I change my mind."

"Let's go then." He says, adjusting his shield. "Here comes the fastball special."

She-Hulk lifts him up, using her left hand to support his chest, while her right hand is holding his feet. Scott holds the shield in front of him, as she reaches back, and then throws him at the pillar, like a living missile.

He slams into the pillar, his shield absorbing the impact, and crashes out the other side.

It doesn't take long for him to get back to his feet, and run to the newly created hole. He has to crotch down, but manages to crawl inside the pillar. Just to test his theory, he fires a low power beam at the side of the pillar, and is rewarded with a gouge in the concrete.

"Here goes nothing." He says to himself, as he rips off his visor, looks up, and opens his eyes.

The pillar, electrical equipment and all, disintegrate under the power of his optic beams.

When he closes his eyes, and puts his visor back on, he finds himself covered in dust, where the pillar used to be. All the power is gone out, even the red emergency lights, and the alarms.

"Jen?" He yells out.

"Right here." She replies, stepping up next to him.

"It's done. Let's find Milbury, now; he has some questions to answer." Scott says.

"Scott, I can't see anything anymore. It's pitch black in here."

"Don't worry, my optic beams provide enough light for me to see by." He says, tapping his visor, before taking her hand. "This way."

Scott leads her back to the elevator. "Jen, can you reach up and rip a hole in the roof of the elevator car?"

"Sure." She punches her right hand through the metal roof, and then uses both hands to rip a hole big enough for them to fit through. "Up you go." She says, as she lifts him up, so that he can climb out. She climbs up after him. "What now?"

"Hold onto the cable." He says, grabbing it with his left hand. "We're going up."

"What?" She asks, grabbing the cable too.

"When I sever the cable, the counter weight will come crashing down, pulling us up." He says, readying his visor.

"What's to stop us from going splat when we get to the top?"

"Well your impervious skin will protect you, and my shield will have to protect me."

"Will have too? That doesn't sound too comforting."

Without another word, Scott blasts the cable free of the elevator car, and the two of them are jerked up off their feet. Scott lifts his right arm, holding the shield above their heads.

Just before they reach the top, Scott feels She-Hulk wrap her free arm around him, and swing her body. He loses his grip on the cable, and is carried into the side wall by She-Hulk, who manages to twist mid-air, so that her back impacts with the wall.

Scott is surprised to find out that they don't impact with the wall, but with the doors to the top floor instead; which give way and collapse when She-Hulks incredible mass collides with them.

They tumble through the doors, and into the floor. Scott quickly gets to his feet, and surveys the area; thankful that enough sunlight filters through the grimy windows to see. He recognizes the basement from his time in the orphanage.

A groan draws his attention back to She-hulk. "Jen, are you okay?" He ask, kneeling down beside her and helping her sit up.

"A little dizzy, but I'm still in one piece."

"That was some quick thinking, there." He says, helping her to her feet.

"Well, I've been hanging around you long enough to pick up a few tricks." She replies, shaking her head. "So, where to now?"

"We get to the car, and get to a phone. Then we contact the Avengers, and come back." He says, leading the way to the stairs.

"What about Dr. Milbury?"

Scott stops at the top of the stairs, with his hand on the doorknob. "He'll have to keep. As much as I want to find him, our priority has to be gaining control of this facility." He pushes open the door, and peeks out into the hall. "All clear." He says, turning back to her. "We make a run for the car, and take off."

She nods in acknowledgment.

"Go." He says, and starts running down the hall, towards the front door, with one hand on his visor, and his shield up before him. She-Hulk in right behind him, keeping a careful eye out for an ambush.

They make it to the front door without incident; so Scott decides to burst through it and surprise anyone that might be waiting for them. They don't encounter anyone outside; so they quickly jump into the car, She-Hulk reverting back to Jennifer Walters.

Scott, thankful that he left the keys in the car, starts the engine, and throws it into reverse; backing up until he is facing down the dirt road they drove up to get to the orphanage. When Scott turns around to face forward, he sees Dr. Milbury standing right in the middle of the road, blocking their path.

The disconcerting part, is that Scott knows that he wasn't there a second ago; it's almost as if he materialized out of thin air.

Throwing the car in park, Scott jumps out. "Milbury!"

"Scott don't!" Jen yells from the passenger's seat.

"Where are you going, Scott? Are you running away again?" Milbury asks.

Scott walks to the front of the car, to stand face to face with Milbury. "It's over, Milbury; you're coming with me to answer some questions."

"If you wanted answers, all you ever had to do was ask." Milbury says, with a smile. "My door has always been open to you."

"No more mind games, Milbury; I saw your lab." Scott replies, with a smile of his own. "And I destroyed it."

Milbury's smile falters, and Scott could swear he looks whiter. "You lie."

"I don't lie. I took down the central pillar, and shut down all the power to the lower levels; your clones are all dead by now."

"You imbecile! Do you know how much time and effort I put into those clones?" Milbury yells, his form growing fuzzy, and his face getting whiter. "Just the cost in genetic material alone, is beyond your comprehension!"

A honk draws Scott's attention back to the car, and Jen, now sitting in the driver's seat. "Get in the car now, Scott!"

"Argh!"

The yell makes Scott look back at Milbury, only to see an image from his nightmares; a man dressed in black, with a flowing cape, skin as white as snow, eyes as red as blood, and a red diamond on his forehead.

It's enough to make Scott freeze for a second, which is long enough for the man who had been Milbury to reach forward and start strangling him. "Why do you continue to defy me? Can't you see that I'm trying to save mutantkind?"

"Who...are...you?" Scott manages to choke out, as he wrestles with the hands around his neck.

"You want to know who I am? I'm the man who took you in when your worthless flatscan parents died." He shape-shifts back into Dr. Milbury. "I was your only friend." He changes into a young boy.

"Nathan?"

"I'm everyone who ever looked out for you while you were on the run." He changes forms multiple times; each time turning into someone that Scott had encountered after he ran away. "But from now on, you will call me Sinister!" He changes back to his original form.

Scott gives up on trying to wrestle Sinister's hands away from his neck, and instead activates his visor, and aims for Sinister's chest; intent on knocking him back.

What happens instead, is that Sinister cries out in pain, and releases Scott; falling backwards, clutching his chest. He rolls over onto his back, and stops moving.

Scott looks down to see a hole burned clean through Sinister's chest. "I think he's dead." He says.

"Get in the car, Scott!" Jen yells.

Scott runs over to the passenger's side and gets in. Once his door closes, Jen drives off.

"Why did you kill him?" Jen asks.

"I didn't mean too. I used a low power blast; just enough to knock him back. It must have something to do with his shape-shifting abilities." Scott replies.

They drive in silence for a few minutes, before Jen says, "You know, we probably should pull over and get something to wear from our bags in the trunk; I don't want to get pulled over like this."

For the first time since waking up on the examination table, it dawns on him that they are both still naked. "Ah, yeah."

After finding a dirt road, surrounded on either side by tall cornstalks, Jen pulls over, and they get dressed.

Shortly after, now fully clothed, and with Scott behind the wheel, they're back on the road. "As soon as we get to the next gas station, I'll call the Avengers, and we'll go back to the orphanage to deal with it." Scott says.

"Okay." Jen replies, watching him closely.

"What?" He asks, when he notices her watching him.

"I was just wondering if that qualifies as me helping you find Milbury?" She replies with a smile.

"Well, I didn't get to ask him any questions..." Scott teases.

"Hey, that was not part of the deal."

"Yes it was."

"No it wasn't. The deal was that I help you _find_ him so that you could get some answers. Well we found him. The fact that you blew a hole through his chest before you could get your answers, is your own fault; I did my part." She smiles again. "You know that I could take you to court, and prove that we had a verbal agreement, and that I lived up to my end of it."

"You do realize that this is exactly why people hate lawyers, right?" He asks, glancing sideways at her. "Fine, you win. What do I have to do? And please keep in mind that I have Captain America's image to maintain, and we still have to wait for the Avengers to deal with the orphanage."

"Right; the Avengers." She says, looking straight ahead. "Don't worry, Scott; I'll let you know what I want and when."

Silence envelops the car, until they reach a gas station. Scott jumps out and runs over to the phone, where he proceeds to call the Avengers. He returns to the car, to find Jen leaning against the side, watching him.

"I just got through; they're sending a team to meet us a little back down the road, away from any witnesses. We'll rendezvous with them there and then hit the orphanage. I told Tony and Henry about the lab, and they're both coming; they want to see if they can salvage anything from the lab that can be useful." He says.

"Sounds like a plan. Who else is coming?" She asks, as they get back in the car, and head back down the road towards the orphanage.

"Well besides Stark and Pym, Wasp, obviously, Hawkeye, Wonder Man, and Ms. Marvel. More than enough to deal with anything we encounter."

They drive to the designated rendezvous point, and wait. Scott dawns his Captain America costume, while Jennifer throws on one of her own costumes.

They wait in silence, until Jen leans over and asks, "So, Scott; how well do you know Ms. Marvel?"

Scott looks at her, and sees that she has a devious smile on her face. Then she winks at him, and looks up at the Avenger's quinjet as it comes in for a landing.

* * *

Back at the orphanage, only minutes after Scott and Jen drive off...

Four figures emerge from the front door, and encircle Sinister's body lying on the ground.

"Is he dead?" Vertigo asks.

Sabretooth bends down and sniffs the body. "Don't know; he always smells dead to me." He replies.

"Do you think this is why he was so obsessed with Summers? Because his powers affected him like this." Arclight says.

"Doubtful." Scalphunter says. "For as long as I've known Sinister, he's always had plans inside of plans. This Summers is just another pawn in them."

"Not just another pawn, Scalphunter." A voice from behind them says. They all turn around to see Sinister stepping out from the shadows beside the house. "He's a king in my game, and now I have what I need to find his queen."

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Scott has finally found the location of his brother, and surprise, surprise, he's been living just up-state this whole time, leading a certain group of _Uncanny_ mutants.

Text in *_Italics_* represent thoughts.


	13. Enter, The XMen

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: It's been a year now, since Scott first put on the cowl and shield of Captain America, and the world at large is none the wiser. This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Chapter.10. – Enter, The X-Men**

"Are you sure about this, Scott? I mean these people really haven't had any reason to trust the authorities." Ms. Marvel asks, from her seat in the Avenger's quinjet, next to Scott.

"Can you blame them, Carol?" Scott replies. "That's why I called ahead and made arrangements with Professor Xavier."

"Don't you think it might have been a good idea to bring in a few other Avengers? Just in case. Maybe Wanda and Pietro? They're mutants too." Ms. Marvel says.

"Yeah; mutants who fought against the X-Men more often than with them." Scott replies, flipping a few switches. "We'll be fine. Besides, if we had brought anyone else, they might have seen it as an act of aggression."

"I guess." Ms. Marvel says, watching the scenery.

As they approach a large estate near Westchester County, Scott slows down. "Here we are." He says.

"This is it? Where are we supposed to land?"

"There." Scott says, pointing to the tennis court, which is splitting open to reveal an underground hanger.

"Okay, does everyone have one of these?" Ms. Marvel asks, as they descend into the hanger and land.

"Only the really rich super-heroes do." Scott replies, un-strapping himself, and heading for the ramp. "We're lucky we have Tony Stark."

Ms. Marvel joins him, as they descend the ramp.

Waiting for them at the bottom, is a group of five people; one of whom, Scott recognizes from the incident in California.

"Hera, Carol." The short man with unruly hair says. "Long time no see."

"Hey, yourself, Shortie." Ms. Marvel replies, stepping forward and hugging him. "How've you been, Wolverine?"

"I'm still alive, so that's always good." Wolverine replies, releasing her, and starring at Scott.

"Hank! It's been too long." Ms. Marvel says, hugging the large, blue, furry guy.

"Indeed." Beast replies. "You are looking quite well."

"Thanks." She says, stepping back to stand next to Scott.

"You must be the young man that contacted me?" The man in the wheelchair says. "Professor Charles Xavier." He reaches out his hand.

Scot shakes it, and nods. "Nice to meet you, Professor."

"Ororo, why don't Logan, Henry, and yourself show Miss Danvers around, while Alex and I discuss things without guest." Xavier says, turning to look at Storm.

*Alex?* Scott looks at the last person in the group, and start to notice a slight resemblance to his father.

Storm and Beast, lead Ms. Marvel away, without question; but Wolverine continues to stare at Scott for several moments, before turning and joining them.

"This way please." Xavier says, as Alex pushes him through the hanger, and into a conference room.

Once everyone is seated, Xavier says, "Alex, this young man has something to tell you."

Alex turns to face Scott.

"Ah, Alex." Scott starts, taking a deep breath to calm himself. "How much do you remember about your childhood?"

Alex looks over at Xavier, who nods at him to answer. "Ah, not much, I'm afraid."

"Do you remember your parents?" Scott asks. "Not the Masters', who adopted you, but your birth parents."

"How did you know that I was adopted?" Alex asks, completely shocked by this strangers knowledge of his past.

Scott opens the briefcase that he brought with him, and takes out the folder labeled 'Summers, Alex', and slides it over to him. "It's all written down there."

Alex takes the folder, and opens it. "Where did you get this?" He asks.

"The State House for Foundlings, outside of Omaha." Scott replies. "Before it was turned into a smoldering hole in the ground."

"Who are you?"

Scott takes the folder labeled 'Summers, Scott', and slides it over to Alex. "I'm Scott Summers; your brother."

"But you're dead! I remember them telling me that you had died!" Alex says, standing up, and backing away from the table.

"And they told me that there were no other survivors." Scott replies, also standing. "But deep down, I always knew you were alive, somewhere."

"This is impossible." Alex says, shaking his head.

"It's the truth, Alex. I was in a coma after the crash, and woke up fourteen months later. By then, you had already been adopted, and no one told me." Scott says, stepping around the table. "I've been looking for you for years."

"Professor?" Alex asks, turning to Xavier.

"I can sense no duplicitous thoughts, my son. He's telling the truth." Xavier says.

Alex turns back to Scott. "Bro?"

"It's me, little brother." Scott replies.

Alex steps forward and engulfs Scott in a hug, which he eagerly returns.

When they break apart, Alex says, "Man, we have so much catching up to do."

"Yeah; almost 15 years." Scott replies.

"If you don't have any pressing matters to attend too, you are more than welcome to stay here, while you two catch up." Xavier says.

"I don't want to be any trouble."

"Nonsense; I insist." Xavier says. "We have more than enough room, and this is important."

"Thank you, Professor Xavier. I'll let Carol know that I'll be staying here for a few days; so she can head back whenever she wants." Scott says.

"Alright." Alex says, slapping Scott on the back. "What say we head on upstairs, and start catching up?"

"Sounds good to me." Scott says, following Alex and Xavier out of the room, and towards the elevator.

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Scott and Alex have had a few days to catch up, and get reacquainted, but Scott's competitive side has made him want to test himself against the X-Men; so, to the Danger Room.

Text in *_Italics_* represent thoughts.


	14. Danger! Danger, Scott Summers!

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: It's been a year now, since Scott first put on the cowl and shield of Captain America, and the world at large is none the wiser. This story will tell the tale of a new origin for the X-Men's first leader, the man known as Cyclops.

* * *

**The Makings of a Hero**

**Chapter.11. – Danger! Danger, Scott Summers!**

"Are you sure about this, Scott? I mean, we've trained for years; it's not really fair." Alex says, as Scott steps out of the locker room in a black bodysuit.

"Don't worry about me, Alex. I can take care of myself." Scott replies, flexing his fingers inside his gloves.

"I'm sure you can, Bro; but taking on both X-Men teams by yourself? I don't know if that's such a good idea." Alex says, leading Scott to the Danger Room.

"You gotta learn to trust me, Alex; I know what I'm doing."

"Okay; it's your funeral." Alex presses a button, and the doors open, revealing an apocalyptic cityscape. "You've got a five minute head start, before we come in after you."

Without a word, Scott takes off running. He eventually cuts down an alley, and into an abandoned warehouse. He looks down at his watch. "Alright; five minutes are just about up. Let's do this." He says.

* * *

Twelve people enter the danger room, and lineup. "Okay X-Men, let's do this by the books, and get this over with fast." Alex says. "Our target is my brother, Scott. He has had a five minute head start, and is hiding somewhere in this city. We win if we capture him, or render him unconscious. He wins if he incapacitates all of us." He turns to face the others. "Storm, Angel, and Banshee; get high, and give us aerial support. Wolverine is with Rogue, Psylocke is with Gambit, and Beast is with me; we're on search and destroy. Colossus and Iceman, stay back and protect Phoenix, while she coordinates everything telepathically."

Storm, Angel, and Banshee take to the air, and rise high above the buildings, while the three teams go in different directions.

"Alright, Jean; let's get us some cover." Iceman says.

"Da." Colossus says, leading them inside a burned out store, while keeping an eye on the surrounding buildings.

"**Okay everyone, I've completed my scan of the area, and have some good news and some bad news." **Phoenix says, telepathically. **"The bad news is that Alex's brother seems to have some kind of telepathic shielding. But the good news is that it actually makes it easier to pinpoint his location."**

"**So, where is he?"** Alex sends over the telepathic connections that is linking the whole team.

"**He's in the northeast section; the tallest building there. He's on the second floor."** Phoenix replies.

"**That ain't him, Jeannie baby."** Wolverine says. **"His scent goes west."**

"**It has to be him, Logan; who else could it be?"** Alex says. **"Flyers, head on over and cover the building from the air; let us know if he moves. Logan's team will converge on the western side, while mine hits the southern side. Psylocke's team will head back and help cover Jean; just in case."**

A series of acknowledgments are heard over the connection.

* * *

"Grrr. I'm tellin' ya, we're wastin' our time; he went west." Wolverine says, as he runs down the street with Rogue.

"Jean ain't nevah been wrong before, Sugah." Rogue replies. "'Sides, we don't know nothin' 'bout Alex's brothah; maybe he figured we'd have trackahs, and left a dead end trail to lead us away."

Suddenly Wolverine stops dead in his tracks. Rogue stops behind him, and asks, "Somethin' wrong, Logan?"

"Jeannie broke the connection; which can only mean that she's under attack." Wolverine says, as he changes direction, and heads back towards where Phoenix is. "Fuckin' guy played us for fools! Lead us in one direction, and even managed to fool Jeannie's telepathy; then doubles back, and takes out our telepath, leaving us without any coordination!"

* * *

In the northeastern part of the town, everyone feels the telepathic connection break. "Shit!" Alex swears. "He got to Jean. But how the hell did he get past us, and how did she not sense him?"

"Those are good questions, Havok." Storm says, as she lands next to him and Beast. "We saw no one leave the building, and Jean gave us no indication that he had moved."

"What do we do now, Oh Fearless Leader?" Beast asks. "We have no more telepathic coordination."

"The five of us stick together, and work our way towards Jean's last known location. See if we can hook up with the others on the way." Alex says.

Out of nowhere, Banshee drops to the ground in front of them; the danger room turning the ground soft to absorb his impact. He is followed seconds later by Angel, several feet to the right.

"What the hell!" Alex says, as they take cover, and scan the nearby buildings. "What just happened to them?"

"**Angel and Banshee have been stunned into temporary paralysis; they are, effectively, out."** Professor Xavier says telepathically.

"**Professor, what happened?"** Alex asks.

"**I'm afraid that I cannot answer that, Havok."** He replies.

"**But how could he have gotten past us, taken out Jean, and then gotten all the way back here to take out Angel and Banshee so quickly?"**

"**Again, I cannot answer that. I'm not a part of this exercise, and was only informing you that they were out. You did agree to this training session; remember?"**

"**Yeah, I remember, Sir."** Alex replies, before turning to Storm and Beast, and saying, "Angel and Banshee are out, and we can assume Phoenix, Colossus, and Iceman are too." He looks around, and says, "I guess we do this the old fashioned way. Storm, you search from the air, but try to stay in our visual range; meanwhile, it's back to good old tracking for us."

* * *

Not far from Phoenix's location, Psylocke and Gambit are making their way down the street, when the telepathic connection breaks. They glance at each other, and take off running. As they come around the corner, they see Colossus smash through a wall on the right side of the street, and fly through a wall on the left side. They run through the hole on the right, and find Phoenix and Iceman unconscious; and alone.

"I can't sense anyone else here; and Peter is also unconscious across the street." Psylocke says.

"Sumthin' ain't right here, Chere." Gambit says, bending down to inspect Phoenix and Iceman for any clue as to how they were defeated. "How one man take out these three, and disappear without a trace?"

"I don't know, Gambit; but there seems to be more to Scott Summers than meets the eye." Psylocke replies. "We'll need to keep our eyes open, and watch each others backs."

Gambit stands up and smiles. "Gambit always be willin' to watch yo' back, Chere."

"I'll be sure to remember to tell Rogue you said that." Psylocke replies, stepping back out into the street.

* * *

"So, what's the plan, Logan?" Rogue asks, running behind him.

"Find Jean, make sure she's okay, and kick his ass." Wolverine replies.

"That's it? That's yo' plan?" Rogue yells, as she comes to a stop.

Wolverine stops several feet away, and asks, "Ya got a problem with it?"

"Look, Sugah, Ah understand yo' concern fo' Jean; heck, if Ah was you, an' my girlfrien' had got taken out, Ah'd be runnin' to her blindly too. But this is the only a trainin' exercise; so she's fine. The Danger Room woulda stopped the session if anyone was really hurt." Rogue says, calmly. "Ya'll need to remember that Jean had Pete, and Bobby with her; so that means that he got them too. Which should tell you how dangerous he is; so we need a 'real' plan."

"What? Yer sayin' it's a trap? That he wants us runnin' back to Jean?" Wolverine asks.

Before Rogue can answer, a metal disk comes flying out of nowhere, and hits Rogue in the side of the head, knocking her unconscious. Wolverine watches as it lands next to her body, and sees that it's a sewer cover.

"Right on both counts, Wolverine." Scott says, stepping out of an alley across the street.

"If you've hurt Jeannie, or Rogue, yer gonna pay, Bub." Wolverine says, waking into the street, as Scott does the same.

"To quote a colleague of mine _'If it doesn't hurt, then you didn't train hard enough'_. Scott reaches the center of the road, separated from Wolverine by a couple of dozen feet; almost like a gunfighters duel.

"Fury." Wolverine says. "Well that explains where ya got trainin' good enough to take down three X-Men at once."

"How do you know Colonel Fury?" Scott asks, using the fact that his visor hides his eyes, to watch the surrounding buildings.

"Me'n Nick go way back. What's yer story, Bub?" Wolverine asks, flexing his fingers.

"I'll tell you after I beat the rest of your team. Right now, I can't let you keep me distracted long enough for the rest of your team to arrive and support you." Scott says, lifting a hand to his visor.

"Fine by me, Bub. I prefer to work alone." Wolverine says, flicking his arms out wide, and popping his claws.

He runs and jumps at Scott, who drops to one knee, and hits him with an optic beam right in the chest; sending him flying backwards through the intersection.

* * *

"Havok! I see a red energy beam about three blocks to the right!" Storm yells from above.

"Head over and investigate, Storm! Beast and I'll meet you there as soon as we can!" Alex replies.

Storm flies over the ruined buildings, towards the location of the energy beam, but crashing sounds, as well as a cloud of dust, draw her attention, and she heads over to see a crater in the middle of the street.

Inside the crater, is an unconscious Wolverine. She turns to look down the street, but feels a pinch on her neck. Her body goes limp, and she collapses in a heap at the edge of the crater.

* * *

Havok and Beast come around the corner, and see Scott standing still in the middle of the street, facing them. At the same time, Psylocke and Gambit appear at the other end of the block; effectively, trapping Scott between them.

"Alright, Scott; I don't know how you did it, but you managed to take out five X-Men singlehandedly." Alex says.

"Actually, eight of you are out." Scott replies. "It's just the four of you left."

"**He's telling the truth, Son. Storm, Wolverine, and Rogue are also out."** Professor Xavier says.

"That doesn't matter right now, because we've got you trapped in a crossfire, and there is no escape; so you might as well give up." Alex says.

"You don't have me in a crossfire." Scott replies, plainly.

"What do you mean? You're trapped in between us." Alex says.

"Yes I am, but it's not a crossfire. A crossfire is when two or more parties have a target in an intersecting field of fire that equals an angle other than zero or one-eighty. Right now, any attack thrown at me is just as likely to miss and hit a teammate." Scott says.

"I see dad wasn't the only one with a head for tactics." Alex says. "Still though, you have no where left to run, and you're all alone."

"Alex, Alex, Alex. I thought being the leader of one of the X-Men teams meant you were smarter than that, Bro." Scott says, shaking his head. "How could I possibly have attacked the X-Men at three separate locations, within moments of one another, if I was alone?"

Just then, a ghostly figure emerges from the ground next to Scott, while a tiny insect like object grows in size on the other side of him.

"I'm sure you all recognize Vision and Wasp." Scott says, indicating the two Avengers.

* * *

Earlier

"Alright, five minutes are just about up. Let's do this." Scott says.

Suddenly, a ghostly figure emerges from his body, and a tiny insect like object detaches itself from his visor and grows in size.

"I've never held myself in that state for that long before, or while inhabiting the same space as another being; it was quite odd." Vision says.

"Tell me about it, Vizh; I was the being you inhabited. You think you felt weird; I felt like someone was wearing my skin." Scott replies.

"Hello, I'm the one who had to wear an all black bodysuit today, just to match Scott visor; so no one gets to talk about weird." Wasp says, looking down at her costume. "I look like I'm getting ready to break into Fort Knox."

"It was the only way, Jan; and you know it." Scott says.

"Yeah, yeah; but why can't you add a little color to your outfit? Spice it up a little." Wasp replies.

"Because spicing it up would defeat the purpose. It's a suit used for covert-ops; the point is to remain unnoticed, not draw attention to yourself." Scott says. "Anyways, let's get back to the plan; shall we?"

"Okay; but I still don't see why you had to sneak us up here, and into this training session." Wasp says.

"Because, Professor Xavier agreed that a little surprise would benefit his X-Men's training…and I hate to lose." Scott replies.

"So, what is the plan, Captain?" Vision asks.

"None of that Captain stuff here, Vizh. Nobody knows I'm Captain America; not even my brother. And I'd like to keep it that way. Just call me Scott for today." Scott replies. "So, here's the plan. The biggest threat is going to be their telepath, Phoenix. I've got some training on blocking my mind from telepathic probes, and can shield my mind from most scans. The scrambler that you're wearing, Jan, will work even better, but will stick out like a sore thumb in this case, because you'll register as a dead zone to any scans; so you need to get as far away from me as possible, and stay hidden.

"Got it." Wasp says.

"Now they think that it's twelve against one, so they'll probably spread themselves thin, trying to find me, and end this fast; leaving Phoenix relatively open to attack. And seeing as she can't sense your mind, Vizh, it's going to be your job to take her, and any guards she may have, out." Scott says, looking at Vision.

"Acknowledged." Vision says.

"Wolverine is the next biggest threat, and if anyone will find me, it'll be him; so I'm going to lead him as far from Phoenix, and Jan as possible." Scott says. "I want everyone's comms set to channel…" Scott looks at Vision.

"6.374." Visions says.

"Okay, 6.374." Scott says, as he and Jan adjust their communicators. "Vizh you'll be one click; Jan you're two. Let me know when you're in place, and I'll send three clicks when it's time to attack."

Vision, disappears through the floor.

"Sounds like a good plan to me; although I normally don't like being the bait." Wasp says. Scott opens his mouth to say something, but she cuts him off. "I know, I know; but you owe me for this." She then shrinks down, and flies away.

Scott watches her head northeast, then turns around and heads west.

* * *

"Avengers, Go!" Scott shouts, as he runs towards Psylocke.

Wasp shrinks back down, and flies straight at Gambit, firing stingers, while Vision flies towards Beast and Havok, shooting beams from his forehead.

Gambit pulls out his staff, and starts blocking Wasps stingers, but she is firing them so fast, and in such great quantity, that he can't do more than defend himself.

Beast is acrobatically dodging Visions blasts, while Havok shots bursts of super-heated plasma at Vision from behind cover; only to watch as Vision becomes intangible, and they pass harmlessly through him.

Scott, however, finds himself locked in a hand-to-hand battle with Psylocke; whom he had thought to be only a telekinetic, with latent telepathy, and not an experienced fighter.

"Well, I definitely miscalculated here." Scott says, blocking a round-house kick from Psylocke. He then tries to sweep her legs out from under her, but she easily flips backwards, out of his reach. "I had no idea that you were so well trained in hand-to-hand combat."

"Oh, I'm full of surprises." Psylocke replies, diving at him with her psychic knife drawn.

Scott, moving faster than a man of his size should be able to, grabs her wrist, and spins towards her, using her own momentum to throw her over his shoulder, while avoiding contact with the psychic knife.

Psylocke manages to land in a crouch. "And so are you, apparently." She says, with a smile.

Scott runs up to her, and throws a quick series of punches; which she blocks easily.

She unleashes a flurry of kicks at his legs, which he blocks; not without wincing in pain at the force with which they are delivered.

Scott steps forward, suddenly, and delivers a shoulder block to her chest; knocking her back several feet.

"Nice." She says. "You keep catching me by surprise, even with my powers of precognition."

"So you're a precog, too." He says, as they circle each other. "What are you're powers saying is going to happen next?"

She smiles at him, and says, "I don't know about next...but I'm intrigued by what I see happening after this training session." She charges at him, using her telekinesis to levitate several small objects and throw them at him.

Scott deftly dodges the debris, but is unable to get out of the way of Psylocke's flying kick. He is knocked backwards, and rolls through, to end up in a crouched position; only to have to block a roundhouse kick that would have hit him right in the head. He rolls to the side, hoping to get some distance, but Psylocke is on him again. This time, rather than just block her kick, he catches her leg, and uses her own momentum to pull her to the ground.

He manages to stand up and back away from her, as she rolls away, thinking he is going to pursue his attack. "You've got some nice moves. I wouldn't mind testing myself against you one on one, in the future." He says.

"Maybe we can arrange for a private session, after this is over." She says, picking herself up off the ground. "To see which one of us can...come out on top." She says, suggestively.

"Are you flirting with me? While we're in battle?" Scott asks, wondering if she is trying to distract him so that she can take him out.

"When your whole life is a never ending series of battles, both training and real, you take whatever opportunities that present themselves." Psylocke replies with a smile. "I notice that you didn't say no."

Psylocke sees him reaching for his visor, and runs forward, trying to close the gap between them, before he can fire. An optic beam sails over her left shoulder, as she tackles him to the ground. "You missed." She says.

"I wasn't aiming for you." He says.

She quickly looks over her shoulder, in the direction the beam had traveled, and sees Scott's real target. "Gambit." She says, noticing that the Cajun mutant is down and out.

Scott uses her momentary distraction to roll Psylocke onto her back, and pin her to the ground. "Looks like the X-Men lost another member."

"You may have taken out Gambit, but at least Wasp is out of the fight too." Psylocke says, struggling against his grip on her.

"Nice try, but I'm not going to look away, and let you get the upper hand again." Scott says. "Wasp, report."

When he gets no reply, he tries to take a quick look, and sees that Wasp, now full size, is unconscious next to Gambit.

Psylocke manages to kick him off, and to the side, meanwhile rolling in the opposite direction. She jumps up to her feet, only to see that Scott is already standing up, facing her. "How?" He asks.

"Gambit's natural luck must have paid off, and she just happened to be the way of your blast." She replies. "One for one; we still outnumber you."

"Then maybe I should even things up. Vision, scatter shot!" He yells, turning to fire an optic beam directly into Vision's back. But rather then pass harmlessly through him, or even impact against his back, dozens of tiny beams erupt from his chest instead.

Alex manages to duck behind cover, but Beast isn't so lucky, as he gets hit by several smaller beams, causing him to lose his balance on the lamppost he was hanging from, and come crashing down to the ground.

"Two on two, now." Scott says, smiling.

Psylocke smiles back, and yells, "Havok, fire on Vision!"

Alex steps out from behind his cover, and fires a blast right at Vision; however, this time, the blast connects, sending Vision crashing through a building on the other side of the street.

"I got a good sense of what he did when you did your little maneuver, and was able to use my telekinesis to prevent him from phasing." She says.

"Neat trick." Scott says, before firing an optic beam at her, which she is unable to completely dodge. It hits her in the left shoulder, spinning her around, and to the ground.

A plasma blast hits Scott in the back, but does nothing more than lightly shove him forward. He turns to see Alex standing several feet away, with a puzzled look on his face. "What the hell? I hit you."

"Yeah. I felt the impact, but nothing else." Scott replies. "I wonder." He reaches for his visor and fires an optic beam into Alex's chest.

But just like with Scott, the beam has no effect on Alex. "Hunh? I don't get it." Alex says.

"It would appear that we seem to have some kind of immunity to each others powers." Scott says, cracking his knuckles. "I guess I'll have to do this the old fashioned way; with a big brother beat down."

Scott charges Alex, who is momentarily frozen in place by the charge, and tackles him to the ground. The two of them wrestle, trying to get the upper hand, until Alex manages to pin Scott. "Big brother beat down my ass." He says, with a grin on his face.

Scott turns his head to the side, and fires an optic beam.

"What are you shooting at? I'm right in front of you." Alex asks.

"I know. I was shooting at that." Scott replies.

Alex looks over and can see that Scott has blown out the bottom floor of a building which has started falling into the street; right towards them.

Scott manages to flip Alex off of him, and towards the falling building, before jumping to his feet and diving into another building across the street; just as the first one collapses on top of Alex.

Suddenly, the cityscape disappears and is replaced with a large, metallic room. "The Simulation is over; Scott has won." Professor Xavier's voice announces over the intercom. "I think the training session went quite well, and much was learned by all parties."

Scott walks over to Alex and helps him up. "Good fight, Alex." He says.

"Yeah, you really kicked our butts, Bro. I didn't think you could pull it off; until I saw you cheated, and brought in two Avengers to help you." Alex replies, shaking Scott's hand.

"I didn't cheat. You're the one who assumed that it was twelve on one; I never actually said I was going to be alone. Besides, Professor Xavier knew about it, and he was all for it."

"The Prof knew?" Alex says, with a shocked look on his face.

"Yep. Now if you'll excuse me, I need to get out of this costume, and into a nice hot shower." Scott says, walking away. "We can talk about how I kicked your ass later, Bro."

Scott makes his way to the door, but finds his path blocked by Psylocke. "So, you were just going to walk out, and leave our little discussion unfinished?" She asks.

"I was a little busy fighting you at the time, to seriously talk about it." Scott replies.

"Why don't I join you later tonight, and we can continue the discussion then."

"Why wait until later tonight?"

"Persistent; aren't you?" She says, tucking a loose strand of hair behind her ear.

"Does that bother you?"

"Not at all; I happen to like persistence." She replies, and then looks him over, from head to toe. "Skip the locker room; the guest suite you're staying in has a private bathroom, with a nice, big shower." She leans in to whisper, "More than big enough for two."

"You're a very take charge kind of person; aren't you?" He asks, with a smile.

"Does that bother you?"

Now it's his turn to look her over. "Not at all; not at all."

She smiles at him, and brushes up against him as she exits the Danger Room. "I hope you didn't exert yourself too much; because you're going to need all the energy you can get." She winks at him, as she leads him down the hall.

* * *

Alex watches as Psylocke approaches Scott, and they start talking quietly.

"Well it would appear that your brother is quite the ladies man, Oh Fearless Leader." Beast says, stepping up beside Alex, and watching Scott and Psylocke. "And Betsy? He must be quite the charmer to have wooed her so quickly."

"I don't think that he and Betsy…I mean, I don't think that he's trying to…well, you know what I mean." Alex replies.

They watch as Psylocke brushes against him, and leads him out of the Danger Room.

"You were saying?" Beast says, with a laugh, and a light slap to Alex's back.

"Hey Henry, who's the hottie that Scott is hooking up with?" Wasp asks, as she approaches them.

"That would be one Elizabeth Braddock, aka Psylocke." Beast replies.

"Wait, Braddock; that name sounds familiar." Wasp says.

"You probably heard her name because of your involvement with fashion design; she was a model." Beast says.

Wasp whistles. "Wow, Scott's hooking up with a model. I am so going to bug him about this."

"Wait a minute; do you two actually believe that Scott and Betsy..?" Alex asks, turning to look at them.

"They know what they're talkin' about, Alex." Wolverine says, joining the group, along with Jean.

"Yes. Despite both of them having impressive psychic shielding, they were practically broadcasting their intentions." Jean says.

"Word of advice." Wolverine says, walking away. "You might want to avoid the guest suite for tonight."

"You might want to avoid the whole guest wing, actually." Jean says, before running to catch up to Wolverine.

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Captain America's past is catching up to Scott; but is that a good thing?

Text in *_Italics_* represent thoughts.

Text in **"Bold"** represent telepathic communication.


	15. Author's Note: A brief interruption

A/N: I wanted to take this time to address something about the way I've been portraying Scott. I understand that, to some, I seem to be portraying him as a bit of a player; and truthfully, that's what I'm trying to do.

It has always been my belief that Scott's personality of being self-doubting, self-loathing, and insecure are a product of the way he was brought up after his mutant powers manifested. He was abused and belittled by Jack Winters, and then he is kept apart from regular society and told he is different by Xavier.

When he finally gets to interact with other young people, he sees them all as superior to himself in one way or another; Beast is smarter and more athletic, Angel is good looking and rich, and Iceman is funny and likable. Then, by the time he does get the girl, Jean, he is so screwed up; he doesn't believe that he's good enough for her. And every time he starts to feel good about himself, Jean ends up in a flirtatious situation, or dies.

By changing his development into adulthood, I have changed his personality somewhat. Growing up as one of the many (he is raised in a military environment), rather than one of the few, he is allowed to develop normally. And by doing so, he enters interactions with members of the opposite sex differently too.

Any real X-Men fan will know that I haven't really changed the way woman react to Scott; all you have to do is look at any of the older issues, and see for yourself. It seems like every woman that they encountered, or that joined the team, all thought he was attractive. From the Scarlet Witch to Dazzler, from Madelyne Pryor to the random women that they saved; Scott has always turned heads, but just couldn't see it for himself. So, with Scott no longer suffering from his insecurities, he is free to notice this, and react.

I also want to clarify one issue that I seem to have forgotten when I was doing my final edit of the last two chapters; and that is the relationship between Scott and She-Hulk. I had originally written a lot more to Chapter 13 "Enter, The X-Men", but decided to cut most of it out, because I didn't like how it flowed. Basically, I cut out several conversations, including one with Alex about his love life; in which he tells him about dating a lawyer, but how it didn't last long because of her not being able to accept some of his views (a reference to him casually killing a room full of clones).

So to those of you who were expecting a She-Hulk/Psylocke battle, or thought that Scott was a dog for cheating on Jen, I apologize for my lack of foresight. I sometimes forget that just because I know what is going on in the story, it doesn't mean that the readers do; unless it's written.

The next chapter will be up in two days, as we get near the end of this story. Thank you all for your input, and I hope you enjoy the rest of this tale.


	16. In Soviet Russia

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: Another six months has passed, and the world, in general, still has no idea that Scott is not the real Captain America. But someone from Captain America's past, threatens to expose him to the rest of the world.

* * *

**The Makings of a Hero**

**Chapter.12. – In Soviet Russia…**

A modified Avenger's quinjet soars over the frozen plains of Siberia, with a solitary Avenger aboard.

"I don't like this, Cap. I really think I should have come with you." Iron-Man says, from the screen over the pilot's seat.

"The message said to come alone, and the name checks out as an informant from the old days." Scott replies.

"Still, though; I don't think you should have gone alone. You could have snuck Wasp or Vision with you; that's worked before."

"You know I couldn't do that. The Russians were already hesitant to let even me set foot in their country; imagine the international incident their unauthorized presence would have caused." Scott replies, adjusting his course to avoid some clouds. "I'll be fine, Iron-Man."

"Well, call us if you need anything. Ms. Marvel and I are currently on stand-by in Alaska, and Thor can be there in the blink of an eye."

"Will do, Iron-Man." Scott says, with a smile. "Anyways, I'm about to land this thing, so I'm going to sign off." He presses a button, and the screen dies out.

The quinjet settles down gently, right at the edge of a forest, and Scott gets out. His breath turns to vapor before his eyes, and a shiver runs up his spine. "Man it's cold." He says, to himself. "I hope this guy doesn't make me wait for too long."

It isn't long before Scott military training allows him to recognize the sound of a truck approaching. Soon after, a large military transport truck stops about twenty feet away, and the driver gets out.

"Mikhail?" Scott calls out.

"Da, Captain; it is me." The man replies, but doesn't move closer.

"You seem a little young to be Mikhail." Scott says, glancing around.

A short burst of static over the earpiece communicator built into his suit, is all the warning he gets, as the canopy covering the back of the truck flips off, and twelve heavily armed men train their guns on him.

He turns to the quinjet, hoping to make it to cover before they start firing, but it explodes in a giant fireball that throws him back into the forest.

Years of training enable him to shunt any pain away, and brush off the effects of the explosion; allowing him to get to his feet, and immediately start running further into the forest. As he runs, he curses the very visible blue of his costume, and misses the days when he was with SHIELD and he would have been wearing white to better camouflage him with the snow.

Gunfire rings out, and bullets slam into the trees and ground to Scott's left. He knows that they must be trying to corral him into an open area, where they can get a clear shot at him.

Suddenly, a bullet, coming from in front of him, pings off his shield. Scott immediately ducks behind a large tree. _*Fuck; they have snipers in the forest.*_ He thinks to himself, while trying to come up with a plan. Before he can come up with one, though, a projectile lands in the snow to his right. He recognizes it as a time-delay explosive device, and dives out from behind his cover.

But for the second time that day, he is fooled, as the device doesn't explode; it did, however, do its job, and get him out into the open for the sniper.

Scott stands up, and spreads his arms out wide; hoping that surrender is an option, and resigning himself to death if it isn't.

Two quick shots ring out, and Scott feels two pinching sensations; one on his neck, and the other on his chest. He looks down, and sees a dart sticking out of his costume, right in the middle of the white star on his chest, and figures that there is a similar dart in his neck. Surprisingly, the darts have actually managed to penetrate the thick costume, and deliver their contents into his bloodstream.

The nano-mites in his system would have been able to handle one dart, and will eventually purge his system of whatever is in the second; but it'll take time, and he can already feel the sedative working.

He drops to his knees, and hears the crunching of snow, as the soldiers from the truck approach him from behind.

"_**We've got him, Commandant."**_ Someone says.

"_**Yes, Yuri; we have finally captured the Capitalist dog."**_ Someone else says.

_*Thank you, Natalia; for giving me those Russian lessons.*_ Scott thinks, as his vision starts to blur.

He can make out a figure approaching him from the direction of the sniper, but can't make out any details.

"_**He should already be out cold."**_ The newcomer says. _**"His system is fighting the sedative."**_

"_**Then, shoot him again."**_

"_**No. Too much and it might kill him."**_ The newcomer replies.

"_**Well, we don't want that, do we? At least not until we get what we want from him. Then you shall have the pleasure of being the one to kill Captain America…Winter Soldier."**_

The newcomer raises his arms and slams the butt of his rifle down against Scott's temple; knocking him out.

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Winter Soldier? Scott is in over his head now. How can an old friend help him out of this situation?

Text in *_Italics_* represent thoughts.

Text in _**"BoldItalics"**_ represent translated Russian.


	17. Reunions Aren't What They Used To Be

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: Another six months has passed, and the world, in general, still has no idea that Scott is not the real Captain America. But someone from Captain America's past, threatens to expose him to the rest of the world.

* * *

**The Makings of a Hero**

**Chapter.13. – Reunions Aren't What They Used To Be**

Scott wakes up to find himself in an eight-by-eight concrete cell, lying on a military issue cot. He sits up, and notices that he is still wearing his costume, but his shield is nowhere to be found. He taps the communicator built into his mask, but gets nothing but static.

"Figures." He says out loud. "They either have me in some kind shielded military facility, or an underground bunker."

He starts pacing the room, examining every inch. The only features other than the bed are the large steel door in one wall, a single hanging light fixture, and an air vent in one corner of the ceiling; which is fifteen feet high.

_*Too high to reach, even if I stood the bed up. And it probably contains either a camera or a listening device.*_ He thinks to himself. _*Well, I guess I'll just have to wait and see what they want.*_

He sits down on the bed, closes his eyes, and starts breathing slowly, conserving his energy. _*Worse comes to worse, I'll just blast my way out of here.*

* * *

_

He loses track of time, but eventually, he hears footsteps approaching his cell. The lock clicks, and the door swings open. Two armed guards, with their weapons drawn, walk in.

"_**Don't move!"**_ One of them shouts in Russian, as they move to the side, allowing three other people to step into the cell.

The man in the middle looks to be in his late forties, and is dressed in a suit. He has a goatee, and is graying at the temples.

The man on the right is a little older than Scott, but has a look in his eyes that speak of ages of experience. He is dressed in a more basic, black bodysuit, with various weapons located all over, and a mask covering his eyes. The rifle strapped to his back, leads Scott to believe that this must have been the sniper from earlier.

When Scott sees the third person, though, it takes all his training and will power not to react. _*Natalia?*_ He thinks as he sees her standing to the old man's left. She too, is dressed in a black bodysuit, but lacks any visible weapons. Her hair is back to its original red, but is much longer than he's ever seen it, and is tied back in a ponytail.

"_**English please, Yuri."**_ The older man says. _**"Our guest doesn't speak Russian."**_ He looks at Scott and spreads his hands out wide. "Captain America, what a pleasure it is to finally meet you. Stories of your legendary exploits have even made their way here."

"If you had just wanted to meet me, you didn't need to attack me and kidnap me." Scott replies, still sitting on the bed.

The old man smiles, and says, "Who are we kidding? We both know what is going on here. I need something from you, and so I had you kidnapped. Once you give me what I want, you are free to go."

"Why only tell half the truth? We both know that once you get what you want you're going to kill me." Scott replies, standing up, and causing the armed guards to tense up. "So let's cut to the chase, shall we. Why don't you just tell me what it is you want, and then I can tell you to go stick it up your commie ass?"

The old man surprises Scott by smiling even wider, and clapping his hands. "Excellent, Captain, excellent. I would not have expected anything less from you. Rest for now, I will have someone bring you something to eat. Enjoy it, because it'll be your last meal for quite some time." With that said, he turns and leaves, followed closely by the two armed guards.

"Neat trick you pulled with that fake explosive; got me out into the open." Scott says to the masked man.

The masked man just stands there silently, starring at Scott, until Natalia places a hand on his chest and says, _**"Let us go, Bucky; General Lukin does not want him harmed until he tells us what we need to know."**_

The masked man stands there for several more seconds before turning his head to Natalia and saying, _**"Who cares what he knows? I've proven that I am better than him."**_

"_**The General cares; don't cross him again."**_ Natalia replies.

The masked man looks back at Scott. _**"I finally have him in my sight, and am not allowed to exact my revenge; how fate mocks me."**_

"_**Relax, my love. You will have your revenge soon enough; the General promised."**_ Natalia says, stroking his cheek. _**"Let's go."**_

Scott is too shocked by what he just saw, that he never sees the masked man swing his left arm, punching him in the face, and knocking him to the ground on all fours.

"_**Bucky!"**_ Natalia admonishes.

"_**He'll live."**_ The masked man replies, as he leads her out of the cell.

* * *

That night, Scott lay in the cot, nursing a sore jaw, pretending to sleep, but really trying to think of an escape plan. He hears the metal grate of the vent being moved aside, and cracks an eye open, not wanting whomever his visitor may be to know he is awake.

He sees a slim, dark figure drop from the vent and land in a crouch. The person approaches his bed, and reaches out for Scott.

Scott reacts, grabbing their outstretched wrist with his left hand and pulling them towards the bed, while using his right hand to grab a handful of material from around their chest, and yank them even harder.

As the person comes crashing down onto the bed, Scott rolls with them, ending up on top of them, with one hand covering their mouth, and the other pressing down on their throat.

His eyes finally adjust to the darkness, and he sees that it's Natalia. He slowly removes his hands, and stands up.

Natalia sits up and looks at him closely. "I've got the camera running a continuous loop of you sleeping, and there are no guards stationed anywhere near the door; so you don't have to worry about being heard." She says. "Is that you, Scott?"

To answer her question, he pulls back his mask. "Yeah, it's me, Nat." He replies, putting his mask back on.

"_**Fuck!"**_ She swears, then stands up and approaches him. "Scott, you have to get out of here."

"Tell me something I don't know." He replies.

"You don't understand; they'll kill you. Right now they think that they've captured Steve Rogers, and have only let you keep your costume out of some warped sense of honor; but that'll change tomorrow, when they start the torture. The mask will come off, and they'll realize that you're not him."

"So? Why is Steve Rogers so important? I know just as much about the Avengers as he does."

"Because this has nothing to do with the Avengers, it has to do with the super-soldier program; the same program that turned a skinny little country boy into a fighting machine. They've been working on developing their own program, and are close to succeeding, but are missing some key bits of information that they believe Steve Rogers may have." She reaches up and places a hand on his face. "When they see that you're not him, they'll kill you."

"So, what would you have me do? I can't exactly blast my way out of here without alerting the entire compound. How long you think I would survive that?"

"Follow me; I'll get you out of here."

Scott removes her hand from his face and holds it in his. "Nat, you know the rules; no one life is ever worth the mission. I can't let you blow your cover."

"What makes you think I would blow my cover?" She asks, planting her hands on her hips. "I'm smarter than that, Scott. I have evidence planted that shows that a low level security guard, who just happens to be on watch duty tonight, is actually an American spy, and that he helped you escape. My cover will remain intact."

"Oh."

"Yeah; oh. Now follow me." She turns around, runs at the corner, and jumps up, planting one foot on one wall, pushing off, then planting the other foot higher up on the second wall, and pushing off again, before reaching up and grabbing the edge of the open vent, and pulling herself up. Her head appears in the hole, and she asks, "What are you waiting for?"

"Maybe you forgot, but I'm not as light and agile as you; plus I outweigh you by almost 100 pounds in this costume." Scott replies.

"And maybe you forgot that we always worked better as a team, and that there wasn't anything that we couldn't accomplish together." She says, planting her feet against the opposite side of the vent, and reaching down between her legs with both hands.

Seeing what she is planning, Scott tries to mimic her maneuver, but comes up short; however, he does manage to grab her outstretched hands.

She leans back, pulling Scott up into the vent, and collapses onto her back, when he is finally through.

Scott rolls off of her, and says, "Thanks."

"No problem." She says, lifting herself into a crouched position. "This way." She starts walking away from the open vent.

As they round the corner, she stops, picks up a large object, and hands it to Scott. "This belongs to you." She says.

Scott removes the burlap sack from his shield, and fastens it to his back. "Thanks, again."

"I couldn't let them keep it." She replies, as she continues to lead him through the ventilation system in silence, until they come to a vertical shaft. "Here we are." She says.

Scott joins her below the shaft, and looks up. "How far underground are we?" He asks.

"Far enough." She replies. She lifts her arms up, pointing them straight up. It's then that Scott notices the bracers she is wearing. She presses a button on one of them, and, with a quiet pop, a zip-line shoots out of it and up the shaft, attaching itself to the metal grate covering the exit. "Hold on tight." She says.

Scott wraps his arms around her tightly, and says, "Go."

With a speed that seems impossible for such a tiny device, they rocket up the shaft, coming to a stop just below the grate. Scott plants his feet against one side, while wedging his back against the opposite side. "I got you." He says.

Natalia, now being supported by Scott, reaches up and detaches the zip-line, then gently slides the metal grate away, causing a blast of cold air to shoot down the shaft. She pulls herself up and out, and then turns around to help pull Scott out.

Scott stands up and looks around for any guards, while Natalia replaces the grate. "This way." She says, leading him towards an outcropping, and into a small cave. She picks up a pack and tosses it to him. "Here, put this on."

Scott opens it and sees a white snowsuit. "Thanks." He replies, pulling the suit on over his costume, and lifting up the hood.

"Take these and head south-east." She says, handing his a set of skis, poles, and boots; all white. "About fifty kilometers away is a small town. You should be able to find what you need to contact the Avengers."

Scott puts on the boots, then places his shield in the pack, and secures it to his back. He leans the skis and poles against the cave wall, and say, "Nat…"

"No, Scott; save it. You have got to get out of here before someone notices you're not in your cell, and I have to get back before anyone notices I'm gone."

"Like Winter Soldier?" Scott says, unable to keep the jealousy out of his voice.

Pain flashes across her face, but is immediately replaced by her normal stoic expression. "How are things with the lawyer? Oh wait, that's right you're not together anymore." She says with venom in her voice.

"Nat…" He starts to say quietly, dropping his gaze to the floor.

"Or is it that telepath now? No, she's with that winged guy." She continues.

"I…"

"Who is it this month, Scott? You already run out of women?" She crosses her arms in front of her, and glares at him.

Scott is still looking at the ground, regret etched all over his face. "I'm sorry, Nat; I have no right to talk."

She knows him well enough to tell that he truly is sorry; so she steps forward and places a hand on his arm. "I'm sorry too, Scott; I was just being petty." He looks up at her. "I'm glad you listened to me and moved on; all I ever wanted was for you to be happy."

Before she realizes it, he pulls her into a passionate kiss, which she quickly reciprocates with just as much passion.

What seems like an eternity later, they break apart, and without a word, go their separate ways.

* * *

Sometime later, as Natalia approaches one of the buildings, the door opens and General Lukin and Winter Soldier step out.

She comes to a stop before them and salutes. _**"It is done. The impostor is on his way home, completely confident in the validity of his escape. Secretly attached to his shield is a low frequency pulse transmitter that will send out a signal every 8 hours; a signal so short and low powered, that no one will even notice it."**_

"_**Except for all of our hidden receivers planted all over the world."**_ General Lukin says, with a smile. _**"You are certain that he will head straight to the real Captain America?"**_

"_**Positive."**_ She replies, glancing quickly at Winter Soldier. _**"I've spent years training with him, and know him better than he knows himself. I left enough clues as to the identity of Winter Soldier that he'll be able to figure it out, and he'll want to head straight to Captain America and inform him."**_

"_**And then we can triangulate his position and strike."**_ Winter Soldier says.

"_**Yes, my love; and then you will get your revenge."**_ Natalia says.

"_**Just make it quick, and find a way to make it public; the world must see Captain America die, this time."**_ General Lukin says, turning around and walking back inside.

Natalia stands there for several minutes, not able to look Winter Soldier in the eye.

Finally, he breaks the silence. _**"Was it hard, seeing him again?"**_

"_**Yes."**_ She replies, her voice a whisper that can barely be heard over the sound of the blowing wind.

"_**Do you still love him?"**_

"_**No; and I never did. I only love you."**_ She says, finally looking at him. _**"He is just someone that I care about. He is a good man; a soldier, like yourself. He just happens to be fighting for the enemy."**_

He pulls her into a hug, and says, _**"For you, I will give him one chance to save himself. But anything more and I will kill him."**_

"_**I know."**_ Natalia replies, as tears run down her face.

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Does Natalia really know Scott that well? Will he really lead them to Captain America?

Text in *_Italics_* represent thoughts.

Text in _**"BoldItalics"**_ represent translated Russian.


	18. Being A Good Host

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: Another six months has passed, and the world, in general, still has no idea that Scott is not the real Captain America. But someone from Captain America's past, threatens to expose him to the rest of the world.

* * *

**The Makings of a Hero**

**Chapter.14. – Being A Good Host**

A small plane with Shield markings lands on a small island in the English Channel, near Dover. Scott descends and the plane immediately takes off once he's clear.

Two guards in non-descript uniforms step out of the surrounding foliage and approach him. "At ease, men; he's one of us." Fury says, walking up to join the group.

The guards back off, and disappear back into the foliage.

"What was so important that I had to cancel a meeting with the Vice President, and fly all the way out here, Son?" Fury asks, while chewing on a cigar.

Scott looks around and says, "Inside."

"Son, this whole island is secure, and I can vouch for every soldier stationed here." Fury says.

Scott looks Fury right in the eye, and repeats, "Inside."

"Alright then; inside." Fury says, leading Scott in to only building on the entire island; an old stone castle.

They walk in silence, taking a hidden elevator down to the sub-levels. They enter an office, and Fury locks the door behind them. "This is my office, and is totally secure." Fury says, walking around the desk, and sitting down.

"Sir, less than seventy-two hours ago I was ambushed, and captured by a Soviet military force in Siberia. The very group that Natalia was sent to infiltrate." Scott says, watching Fury's reaction. "While in captivity, I encountered a man going by the name Winter Soldier. A man who seemed to have some kind of grudge against Steve Rogers. A man who bore a striking resemblance to Captain America's former partner, Bucky Barnes."

"That's impossible, Scott. Bucky Barnes died long ago." Fury says. "Now this Winter Soldier character is someone I've heard about before; but he's never been seen, and there's been no mention of him for decades."

"Well the man I met couldn't have been much older than me; but Natalia did call him Bucky at least twice before she helped me escape."

"Wait; she helped you escape?" Fury asks, suddenly standing up.

"Yes, Sir; but don't worry, her cover wasn't blown. She set up a patsy to take the blame for my escape."

"No, Scott, you don't understand." Fury says, typing frantically into the keyboard build into his desk. "Agent Romanova was sent to infiltrate a Russian mob syndicate that was selling weapons to American based HYDRA cells. Shortly after arriving in Russia, she disappeared." Fury presses one last button, and a bookcase slides away, revealing a wall on monitors. "Thirty-seven days after she disappeared, a SHIELD safe house in St. Petersburg, Russia was hit."

Scott watches as one of the monitors shows armed men burst through the door, and start tearing the place apart.

Fury presses another button, and a second monitor activates. "Fourteen days later, a weapons cache in the Ural mountains."

Scott sees men, dressed in the same uniforms as the first video raiding a warehouse; loading the crates of munitions onto trucks.

Fury presses yet another button, and a third monitor activates. "Three days later, an active intelligence bunker in the heart of Moscow."

Scott watches as, once again, the same men smash through the door and open fire on the three occupants.

"No one had time to activate the fail-safe EMP, and blank the drives. The breach was discovered forty-one minutes later, and it was activated remotely; but not before they managed to remove about half of the drives."

"And you think Natalia had something to do with all this?" Scott asks.

"I don't think, Scott; I know." Fury replies, pressing one last button. All three videos speed up until one last figure enters each one.

Scott recognizes Natalia, wearing the same black body suit she had been wearing when she had helped him escape. His attention is drawn to the third monitor, where Natalia is walking around the room, inspecting the equipment. He sees her turn around, and look down at one of the room's occupants, as they raise their arm up to Natalia.

Without a word, she pulls a gun from the holster of the soldier next to her and shoots the man on the ground twice. She then shoots the bodies of the other two occupants twice each, before turning to look at the camera, and shooting it; cutting off the video feed.

"I'm afraid that Agent Romanova has defected, Scott; that is if she was ever really on our side to begin with, and not a double agent." Fury says, walking around the desk to stand next to Scott.

"Fuck!" Scott shouts, ripping the shield from his back, and slamming it face down on the desk. "No! No! No!" He starts scratching at the underside of the shield, looking for any irregularities, until he gets to the straps. Upon closer inspection, he notices that one of the clasps that allow him to adjust the straps looks newer than the others. He grabs a letter opener from the desk, and manages to pry it off.

He picks it up and turns it over. "Mother fucker! She played me." Scott says, noticing the intricate electronics build into it.

Fury activates his communicator and says, "Control, give me a scan of my office; look for any signals being transmitted on non-standard frequencies."

"Copy, Colonel." A male voice replies. "Give me thirty seconds."

Scott looks over at Fury, and can see concern on his face.

"Colonel Fury, Sir." Control says. "We have a negative on that scan, Sir. Will that be all?"

Before Fury can reply, Scott steps forward, and speaks into the communicator. "Control, pull the sensor logs starting from the moment I came within sensor range, until now, and tell me if there are any unexplained transmissions logged. Look specifically for any kind of pulse or burst transmissions; probably low frequency, and not very powerful."

"Copy, Sir; I'll have the results for you in a few minutes." Control says, before signing off.

Scott turns away from Fury, and starts to pace the room. "I'm sorry, Sir; I messed up. And now I may have compromised the location of this base."

"There is nothing to be sorry about, Son." Fury says, placing a hand on his shoulder to stop his pacing. "You couldn't have known about Natalia's defection; it was top secret. Any one of us would have been duped by her too, had we been in your shoes."

"But that's just it, Sir; it wasn't anyone else it was me. A year and a half ago I would have been able to figure it out for myself, or at least wouldn't have endangered this facility; but ever since becoming Captain America, and joining Avengers, I've gone soft. I've had to deal with all kinds of new problems, and working with a team of super-powered beings has made me neglect my SHIELD training."

"Nonsense, Son; you were just blindsided by a super-spy who you believed to be friendly." Fury says.

"Still though, Sir; I think that when Steve Rogers is ready to return, I should be put through training again, until I'm up to my old standards."

Before Fury can respond, his communicator beeps. "What have you got for me, Control?" He asks.

"Well, Sir, at first glance, the logs showed no anomalous transmissions; but when I went over them a second time, I noticed a short one second pulse that was so low powered, the computers logged it as environmental static." Control says.

"When did this pulse take place, and from where?" Fury asks.

"The pulse took place two hours, twelve minutes ago, and it originated from Lieutenant Summers' plane, Sir." Control replies.

"Shit." Scott mutters under his breath.

"That's not all, Sir; almost immediately after the transmission was sent, several fishing trolleys in the general area changed direction, and started heading towards the island. At their current speeds, they should arrive here within the next hour." Control says.

"Within the hour? Why wasn't I informed about these boats earlier?" Fury asks.

"Well, to be honest, Sir, there are so many fishing boats in the waters surrounding the island on a daily basis, and they sometimes come rather close, that these four boats didn't seem to be doing anything unusual; until you factor in the pulse transmission." Control replies.

"Make a note that, from now on, any boat that changes direction towards this island is to be investigated as a potential threat." Fury says. "And sound the alarm; we have possible hostiles inbound."

"Copy, Sir." Control replies.

"Oh, and one last thing, Control."

"Yes, Sir?"

"If we survive this, I'm transferring you to our fueling station in Greenland." Fury says, shutting off the communicator.

"Sir, shouldn't you start evacuating all non-essential personnel, and send out a call for reinforcements?" Scott asks.

"Son, this is probably the most top secret facility we operate; there are no non-essential personnel, and there are no reinforcements with the security clearance high enough to decrypt the distress signal, even if we activated it." Fury replies. "What bothers me is that they had people waiting in position in case this was your destination."

"I take it that Natalia didn't know about this place?"

"No; and if the right people found out that I told you about it, we'd both 'disappear'." Fury says.

"Then how?" Scott asks, before turning to look at the monitors. "The drives; could the location have been on one of them?"

"It's the only explanation." Fury says, rubbing his chin. "But the odds of it are staggering."

"How so?" Scott turns back to look at him.

"Scott, when you log into the SHIELD network, you can access any data we have in our systems; but our system is not set up in one location, with banks of servers. We have servers in hundreds, if not thousands of locations across the globe, with multiple back-ups; so no one attack can ever take down our network." Fury explains. "Even the different types of information are divided, so that no one location will ever have all the info on any one subject; like the locations of our bases. So the odds of them having found the info about this base on the drives they got are incalculable."

"Well Nat's never been one for odds, and she always seemed to get lucky." Scott says, picking up his shield and strapping it onto his left arm.

Fury's communicator beeps. "What?" He barks into it.

"Sir, we have multiple underwater launches from the fishing trolleys; too big and slow to be torpedoes, or any kind of missile. They're probably some kind of aquatic transport, meant for beach landings." Control says. "We also have multiple boogies on our long range sensors headed this way; profile suggests AN-124 Ruslan's, Sir."

"How many?" Fury asks.

"Four aquatic transports, and three flying, Sir." Control replies.

Fury shuts off his communicator. "If those are fully loaded, we're looking at, possibly, a battalion en route." He says.

"They're too far away to pose an immediate threat." Scott says, reaching over and punching several commands into Fury keyboard. "I'm more concerned about those aquatic transports."

One of the monitors shifts to show an aerial map of the island and the surrounding area; the enemies are indicated by glowing icons.

"Their profile suggests one-to-two person transports, and they'll be here in less than ten minutes. With a whole battalion on its way, plus whatever they have on those boats, why would you send in such a small unit? Unless it's their big guns." Scott says.

"Winter Soldier?" Fury asks.

"And Natalia." Scott says.

Suddenly, Scott turns around and heads for the door.

"Where do you think you're going?" Fury asks.

"You worry about the battalion." He says, turning to look back at Fury. "I'm going to greet our guests."

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Scott heads out to meet the advance squad, and finds himself becoming the hunter.

Text in *_Italics_* represent thoughts.


	19. The Hunt Is On

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: Another six months has passed, and the world, in general, still has no idea that Scott is not the real Captain America. But someone from Captain America's past, threatens to expose him to the rest of the world.

* * *

**The Makings of a Hero**

**Chapter.15. – The Hunt Is On**

Winter Soldier and Natalia step out of the torpedo-like transport, and duck behind some rocks.

"_**Where are we supposed to meet the others?"**_ Natalia asks.

"_**We're not."**_ Winter Soldier replies. _**"They are the distraction, so that we can make our way into the compound and find Steve Rogers."**_

"_**So, they will give their lives for Mother Russia?"**_ Natalia asks.

"_**Why do you say that? Have you no faith in your comrades' abilities? Or in the Capitalists' willingness to take captives?"**_ Winter Soldier asks.

"_**If this were anybody but SHIELD, I would; however, SHIELD agents have no problem with killing enemies, and they have some of the best in the world."**_ Natalia replies.

"_**They're that good?"**_

"_**Yes."**_

"_**Good; I was hoping for a challenge."**_

The sound of gunfire cuts off their conversation.

"_**They've already been engaged? That was fast."**_ Natalia says.

"_**Yes, faster than I expected."**_ Winter Soldier says. _**"This way."**_

He stands up and leads Natalia into the forest…away from the gunfire.

* * *

Further down the coast, two other torpedo-like transports lie on the beach, while the four men who were occupying them march towards the tree line, in a staggered line; so that it's impossible to take them all out at the same time.

That is, unless the person trying to has an uncanny ability to make the most impossible ricochet shots.

Just as the first soldier reaches the tree-line, Scott throws his shield with all his might. The soldier closest to him doesn't even know that they are under attack; as the shield severs his head clean off, before continuing on to the second soldier in line.

The second soldier notices some motion out of the corner of his eye, and turns slightly, but not enough, as the shield slices through the side of his neck, killing him, but leaving his head attached.

The forth soldier in line, manages to turn fully towards the direction of the attack, only to have the shield smash directly into his face. His cry of pain causes the third soldier, the one closest to the tree line, to turn towards him.

He sees the shield sailing through the air and start to drop. He turns to see where it will land, only to see Captain America catch the shield at full sprint.

Scott smashes the shield into his face, knocking him out, before doing the same to the soldier holding his broken nose.

He takes some rope from one of the dead soldiers' packs, and ties up the two unconscious soldiers. Then he picks up two of their assault rifles, points them out to sea, and empties the clips. He tosses the guns down, and runs back into the forest.

_*That should draw out the others.*_ He thinks to himself.

* * *

"_**Yuri! Gunfire to the east."**_ A Soviet soldier says, as he follows Yuri.

"_**Yes; but Winter Soldier's pod landed to the West."**_ Yuri replies.

"_**But our comrades may need out help?"**_

"_**Yes; but our mission is to assist Winter Soldier, and make sure he survives."**_ Yuri replies, not stopping his trek through the forest. _**"Our comrades are doing just that, by distracting the enemy. Don't let their deaths be in vain."**_

The two soldiers continue to march in silence, following the coast line, until they come to a ledge, over looking a beach.

"_**There he is."**_ Yuri says. _**"Comrade Bucky! It's us; wait up!"**_ He yells out, causing Winter Soldier and Natalia to stop and turn around.

"_**Shit!"**_ The other soldier shouts.

Yuri turns around, just in time to see Scott slam into the other soldier's chest with his shield, driving him backwards into Yuri, and then both of them over the edge.

Yuri manages to grab a tree root that is sticking out of the side of the cliff, about a foot from the top, while the other soldier grabs Yuri's foot.

"_**Let go of me, you fool! You'll kill us both!"**_ Yuri shouts, kicking the other soldier with his free foot.

Yuri watches as the other soldier loses his grip and falls to his death, onto the jagged rocks below, before looking back up to see Scott standing over him. "Please; help me." He says, in heavy accented English. "You are captain America; you don't kill."

Scott holds up his shield, which is still smeared with the blood of the two dead soldiers from earlier, and says, in Russian, _**"I'm not Captain America."**_

A glint of sunlight causes Scott to look down at the beach, where he sees Winter Soldier with his rifle raised, and pointed directly at him. He lifts his shield, tilting it downwards, just as Winter Soldier fires.

The bullet pings of the center of the shield, and ricochets off to hit Yuri right between the eyes.

Scott hears Yuri's dead body hit the rocks below, and glances around his shield at the beach. He sees Winter Soldier and Natalia run into the forest; away from him.

* * *

Winter Soldier and Natalia run through the forest in silence. Eventually, Natalia breaks that silence. _**"What the hell, Bucky? You promised me that you would give hi a chance; that was a killing shot!"**_ She shouts.

"_**I did give him a chance."**_ Winter Soldier replies, not even slowing down. _**"But the moment he decided to hunt me; he used it up."**_

Suddenly, he stops dead in his tracks, causing her to do the same. _**"Why do you care? I thought you didn't love him?"**_ He asks.

"_**I don't; I just don't want to see him dead. He was always good to me."**_ She replies.

"_**If you really don't love him, then prove it."**_ He says, removing the rifle from his back, and holding it out to her. _**"I don't need this to kill Steve Rogers. What I do need, is time, and that impostor off of my back."**_ He hands her the rifle. _**"Prove to me that you don't love him, and kill him; so that I can complete our mission."**_

"_**Why do I have to kill him?"**_ She asks, her eyes visibly watering up. _**"Couldn't I just wound him? Slow him down enough for you to kill Steve Rogers and get away?"**_

"_**No; he needs to die. If he is half the soldier that you say he is, then he will not let an injury slow him down, or prevent him from hunting me down after I succeed."**_ He says, as he starts to walk away, but not before looking over his shoulder at her. _**"And he must die by your hand if I am ever to believe that you truly love me."**_

He disappears into the forest, leaving her standing there, holding his rifle; silent tears running down her cheeks.

* * *

Colonel Fury stands in the center of a circular room, surrounded by staff and monitors. He keeps glancing at a monitor showing him the time until the enemies arrive.

"Colonel Fury, Sir. I have a report from the team you sent out to assist Captain America." One of the technicians says.

"Put it through to my comm." Fury says to her, before tapping the side of his earpiece. "Fury, go."

"Sir, we've arrived at the location that two of the four pods landed." The squad leader says.

"And?" Fury asks.

"There's no sign of Captain America, Sir. But we did find two unconscious enemies tied up, and two others dead."

"Bring back the prisoners, and help fortify the base. There's no chance of you guys catching him now; he's on a hunt, and won't be stopped for anything."

"Acknowledged." The squad leader says.

Fury taps his earpiece again, cutting of the signal, and returns his attention to the monitors, just in time to see one of them black out. He reads the location label under the monitor.

"What's happening in medical? Why did that monitor black out?" He asks.

Another technician starts frantically punching in commands. "Not sure, Sir." He replies. "I'm not getting a signal from that camera, but none of the intruder alarms have activated; maybe it's just a malfunction?"

"What are the odds of that?" Fury says. "Send two squads down there, immediately; and have them on open comm. I want to know what's going on down there."

While the technicians are busy sending out his commands, he steps back, tapping his earpiece again.

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Winter Soldier has managed to infiltrate the base, and has found Steve Rogers. Will Scott arrive in time to save him? Or will he be forced to wear the costume permanently?

Text in *_Italics_* represent thoughts.

Text in _**"BoldItalics"**_ represent translated Russian.


	20. An Eye For An Eye

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: Another six months has passed, and the world, in general, still has no idea that Scott is not the real Captain America. But someone from Captain America's past, threatens to expose him to the rest of the world.

**The Makings of a Hero**

**Chapter.16. – An Eye For An Eye**

Natalia sits on her perch, high up in one of the trees, and looks through the rifle's scoop. She knows he'll be by this way, it's what he always does; she knows him better than he knows himself.

Finally, a hint of blue can be seen through the foliage, and she focuses on it. Sure enough, it's Scott, running through the forest as fast as he can, without making a sound. He is looking everywhere but up; she can tell that he doesn't believe Winter Soldier and her would split up.

She watches him closely, determining which path he will take, before lining up her shot. He is close to the disguised entrance to the underground bunker, and she will only get one chance at this.

He stops, just steps away from the entrance, giving her a perfect shot. Almost as if he knows she's there, he starts to look around, eventually looking in her direction. If she didn't know it was impossible for him to actually see her, she would think he was looking directly at her. She zooms in on his face, and can see his eyes. Hers start to water up and the image gets blurry.

Her life since the day she met Scott flashes before her eyes, and she sees all the happiness he brought her, and all the love he showed her. Then the last year and a half of her life flashes before her eyes, and she sees the life she's lived since meeting Winter Soldier.

She closes her eyes, trying to stop the images. When she opens them, Scott is still looking in her direction. Her finger tightens on the trigger slowly.

Scott turns towards the entrance and starts to slowly walk over. She follows him, her finger tightening further.

As he gets to the entrance, he looks in her direction one more time, before jumping down the shaft that will lead to the emergency exit.

She lowers the rifle, and then reaches up to activate her communicator.

* * *

Winter Soldier walks down an empty hall in the medical ward of the SHIELD base, looking in each room, and finding them equally empty. As he gets to the last door, he looks over his shoulder at the elevator at the other end of the hall.

_*Sounds like they're coming.*_ He thinks to himself. _*I hope they enjoy the little surprise I left for them.*_

He steps through the door, and locks it behind him. Just as he turns to look at the lone bed in the room, an explosion from the direction of the elevator rocks the room.

Once everything is settled down, he pulls out a knife, and approaches the bed containing an unconscious Steve Rogers. _*I'm afraid that I will have to disappoint you, General; but there is no time for a public execution.*_

"Wake-up Steve; it's time to pay the piper."

* * *

The explosion can be felt all the way up in the command center, where Fury is trying to organize a defense for the oncoming attack. "What the hell was that?" He shouts. "Are we under attack already?"

"No, Sir." A female agent replies. "That explosion came from below us; the medical ward."

"Sir, we've lost contact with both of the squads that were sent down to investigate." Another agent says.

"How did we lose contact already? I ordered them on open comm. When did they get down there?" Fury asks, turning towards the second agent.

"Well, Sir, they hadn't activated their comms yet because they were still in the elevator." The agent replies.

"Elevator? Elevator? What kind of soldiers do we have stationed here?" Fury asks, angrily. "Why did they risk taking the elevator? And better yet; why did both squads take it together?"

"I don't know, Sir." The agent replies.

"I want two more squads sent down there, immediately!" Fury shouts.

"Sir." The first agent says.

"What?"

"Look at this; it's the feed from the camera in the emergency stairwell leading to the medical ward."

Fury looks at the monitor, and smiles. He turns back to the other agent, and says, "Cancel that order; everything is under control."

* * *

Scott steps into the hallway of the medical ward from the emergency stairwell, and looks down the hall, at the rubble that now sits where the elevator used too.

A gunshot draws his attention to the other end of the hall, and he starts running at full speed.

He crashes through the door at the end, shield first, and has just enough time to see Steve Rogers lying in a bed, blood covering his head, pillow, and wall behind him, before something heavy slams into the side of his head; knocking him to his knees.

He is hauled to his feet and slammed against the wall with enough force to dent it. A handgun is thrust into his face, and Winter Soldier yells, "Where is he? Tell me where he is right now, or you'll suffer the same fate as that…thing!"

Scott looks back at the bed, and can now see that the whole side of Steve Rogers' head was blown off; but instead of bone and brain matter, there is circuitry.

Rather than dwell on it though, he reacts instinctively, and tries to swing his shield up to knock the gun away; but Winter Soldier releases him, and swats the shield away with his left arm, before slamming him back into the wall, denting it further.

"Don't even try." Winter Soldier says. "I'm only going to ask you one more time; where is Steve Rogers?"

"Right here, Bucky." A voice says, from the far wall, where Scott's shield had landed after being swatted away.

They both look towards the voice, and see Steve Rogers standing there, wearing a black bodysuit, with a white star emblazoned on his chest, holding the shield.

Winter Soldier swings the gun around and fires at him, but Scott manages to kick out his left leg, and knock Winter Soldier's arm, throwing off his aim enough that the bullet sails harmlessly by Steve Rogers' left shoulder.

Winter Soldier turns back to Scott, and brings the gun to his face; but Scott manages to grab his wrist with both hands, forcing the gun straight up.

Suddenly, Winter Soldier's grip of both the gun and the front of Scott's costume loosen. Scott grabs the gun, and steps to the side. He sees Steve Rogers standing over a prone Winter Soldier.

"I'm sorry about that, Bucky; but I can't let you kill him." Steve Rogers says. "Why don't we stop this, and talk? Tell me why you want me dead?"

Winter Soldier looks up at Steve Rogers with a sneer on his face, before jumping to his feet, and running out the door.

Scott lifts the gun, intent on stopping him, but Steve Rogers places a hand on the gun, and pushes it down. "No. He's just confused, and needs help." He says. "Please, bring him back alive."

"Yes, Sir." Scott says, dropping the gun, and accepting the shield, before taking off after Winter Soldier.

* * *

Scott chases Winter Soldier down the hall, up the stairs, and out of the emergency hatch at the top. Finally outside, he has space to maneuver, so he throws his shield at Winter Soldier's legs, tripping him, and allowing Scott to catch up.

He tackles him to the ground as he gets to his knees, and a struggle starts. Somehow, Winter Soldier manages to break free and stand up.

Scott starts to stand, when he sees a left hook coming his way. He throws his hands up to protect himself, but the fist plows right through his defense and slams into the side of his face, spinning him to the ground. A second punch with his left hand has Scott seeing stars and lying face down in the dirt.

As the stars clear, Scott realizes that Winter Soldier is yelling at him.

"…mock me! You ruined everything! I was supposed to get my revenge on Steve Rogers for abandoning me, and leaving me for dead!"

Scott manages to lift himself up onto all fours.

"Take that stupid mask off, impostor!" Winter Soldier shouts, ripping the cowl off of Scott's head.

Scott sits back on his haunches, blood streaming from his mouth, and right ear.

Winter Soldier removes a knife from his belt with his left hand, and stands in front of Scott. "Now, you die." He says, preparing to slash Scott's throat.

A gunshot rings out, and the bullet hits his left hand. It pings off the hand and the knife drops.

"No one else is going to die today, Bucky." Natalia says, stepping out of the foliage, still holding Winter Soldier's rifle.

"You?" He asks, looking at her with shock in his face. "You're betraying me?"

"I can't betray you if I was never really on your side to begin with." She replies. "I was sent to infiltrate General Lukin's organization and determine its threat level; then eliminate it."

"But we recruited you while you were trying to infiltrate the mob?" Winter Soldier asks, confused.

"I let you recruit me. I knew General Lukin had them under observation, and made myself visible." She replies, slowly stepping up to Scott, as Winter Soldier backs away.

"How do you explain the Intel you gave us that lead to those raids? You killed SHIELD agents."

"Those men weren't SHIELD agents, and those weren't SHIELD facilities that we raided; they were all HYDRA locations that SHIELD had had under observation. And those men were HYDRA operatives. We actually did SHIELD a favor by eliminating them, and recovering the data that they had acquired."

She stops in front of Scott, who is still kneeling down, and whispers, "Are you okay?"

"Yeah." He replies, quietly.

"Well none of that matters; everyone on this island is doomed. When my comrades get here, any minute now, they will overwhelm any defenses SHIELD have, and kill every last one of you." Winter Soldier says.

"By now, all your comrades are asleep, and their vehicles are being operated by SHIELD agents I planted on board. When they arrive, they will all be disarmed, and placed in holding cells, until Colonel Fury decides what to do with them." She says, looking down at Scott.

Out of the corner of his eye, Scott sees Winter Soldier pull a knife out from behind his back with his right hand, and then swing his arm in a sweeping motion, intent on stabbing Natalia in the heart.

Scott reacts instinctively, and tries to jump in front of her, but from his kneeled position can only manage a slight hop, and just nudges her to the right.

The blade cuts into his face, just below his left eye, and continues up, slicing through the protective lens he wears, and his cornea; causing a powerful blast of energy to be released, and destroying his eye permanently.

The blast knocks Winter Soldier's hand, throwing off his aim, but not enough; as he buries the blade to the hilt in Natalia's left shoulder.

Scott collapses on top of Natalia, blood pouring from his face, and screaming in pain. His hands cover his face, desperately trying to stem the flow of blood.

Winter Soldier watches for several seconds, before collecting the first knife that Natalia had shot out of his hand. He then returns to Scott and Natalia, and uses his foot to roll Scott over onto his back.

"I am truly sorry about her death; but she left me no choice." Winter Soldier says, as he kneels down next to Scott, and places the blade to his throat. "You, on the other hand, can never suffer enough for what you have cost me. My only solace is that you will die knowing that her death is on your head."

"Why don't you look me in the eye, and say that?" Scott says, removing his hands from his face, holing the lens from his right eye in his hand.

He opens his eye, and unleashes an optic blast that knocks Winter Soldier back through the air, and crashing into a tree; rendering him unconscious.

Scott replaces the lens, and crawls over to Natalia. "Nat! Talk to me!" He shouts, as he shakes her. "Please don't be dead."

He places a hand on her neck, to check for a pulse, and is rewarded with a steady beat against his fingers. "Thank God." He breathes a sigh of relief.

Her hand comes up to cover his, and she turns her head to face him. "You're not going to get rid of me that easily." She says. Upon seeing his face, and the damaged eye, she sits up. "Oh my God, Scott; you're eye."

"I don't care about that; I'll deal with it once I know you're safe and well." He says, trying to smile, but grimacing from the pain.

"Scott, you're bleeding profusely; we need to get you help, right now." She gets to her knees, and sees Winter Soldier's crumpled form at the base of a tree several feet away. "Is he..?"

"I doubt it." Scott replies, getting woozy and swaying back and forth.

"Better safe than sorry." She says, pulling a small one shot gun from her belt, and firing a dart into his chest. "That'll keep him out long enough for someone to collect him."

She turns back in time to see Scott collapse sideways, to the ground. "Scott! Come on, don't leave me." She reaches up to her ear, but notices that her communicator is missing. "Where is that God-damned communicator?"

"Got one built into the mask." He manages to whisper, rolling onto his back.

She looks around, and sees it lying several feet away. She crawls over and grabs it, flipping it inside-out, and turning it on, before placing it to her ear. "Is anyone on this channel; come in." She says.

"Who is this? How did you get this frequency?" A female voice asks.

"This is Agent Romanova, I'm with Lieutenant Summers. We've captured Winter Soldier, and are in need of immediate medical assistance." She replies.

"Nat, this is Nick; what happened?" Fury asks.

"Scott's hurt bad, Sir." She glances over at him, watching his chest rise and fall. "He might not make it." She whispers.

"Can you send up a flare of some kind? I've sent everyone out to scour the island for you, including the 'help' you called for. They'll find you faster that way." Fury says.

"A flare? I don't have a flare." She replies.

"Nat!" Scott croaks out.

She rushes to his side. "What is it, Scott?"

"I…have…a flare." He says, reaching up and removing the lens from his right eye again.

"Colonel, tell everyone to look up; we're sending up a flare now." She says into the communicator.

Scott opens his eye, and an optic beam shoots straight up into the sky. Several seconds later, the beam stops, but Scott's eye remains open.

"Not enough…power left…to keep it going." He explains. He reaches out for her face, but his hand drops just short of it.

She catches his hand and brings it up to her cheek.

"Nat, I'm sorry." He whispers.

"Don't be sorry, Scott; you saved my life." She replies with a weak smile.

"Not that. I'm sorry, but I tried to move on…like you said. But I couldn't; not really."

"Scott don't…"

"No, let me finish." He says. "I tried…but I couldn't, because they weren't you."

"Scott…" She whispers, tears falling down her face.

"I still love you, Natalia; I've always loved you."

His head drops to the side, and his body goes limp.

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: Find out Scott's fate, and a shocking development will change the world of super-heroes as we know it.

Text in *_Italics_* represent thoughts.


	21. Who Will Wield the Shiled?

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: Another six months has passed, and the world, in general, still has no idea that Scott is not the real Captain America. But someone from Captain America's past, threatens to expose him to the rest of the world.

* * *

**The Makings of a Hero**

**Chapter.17. – Who Will Wield the Shield?**

"Alright, Fury says to keep your eyes open. They're sending a signal up." Wasp says, as she flies next to Yellowjacket.

"What kind of sigWOAH!" Yellowjacket has to swerve to avoid being hit by Scott's optic beam.

"I guess they're down there." He says, leading Wasp down into the forest. "Avengers, lock onto my signal; we found Cap."

As they approach a clearing, they can hear a female voice shouting, "Scott! Scott! Oh God, no! Scott!"

They enter the clearing, to see a redhead in a black bodysuit, kneeling next to Scott, cradling his head in her lap.

"No." Wasp gasps, covering her mouth with her hands.

Yellowjacket runs up to Scott, dropping to his knees beside him. "Oh my God; what happened to him?" He asks, upon seeing his face.

"Please you have to save him." Natalia says, tears pouring down her face.

"I…I don't know." He looks over at Wasp. "Jan, he needs a doctor, fast."

"Then help him, Henry." She says, rooted in place.

"Jan, I'm a biochemist, not a doctor. I know rudimentary first aid; this man is in shock, and bleeding to death." Yellowjacket replies. "Fly back to the base, and get a medical team; tell them the situation. I'll do what I can until you get back."

Without another word, Wasp takes off.

"He stopped breathing!" Natalia shouts.

Yellowjacket returns his attention to Scott. He places his head on his chest listening for a heartbeat, but gets none. "Do you know CPR?" He asks Natalia.

"Yes." She replies.

"Good. You give perform artificial respiration, while I administer chest compressions." Yellowjacket says, waiting for her to lay Scott's head down and get into position. "Go." He says, and watches her give him two breaths, then pull back. He starts pushing down onto Scott chest, to a count of thirty. "Again." He instructs her, and they repeat the process.

On their third try, Iron-Man and Thor land next to them. "Henry, how can I help?" Iron-Man asks.

"Unless you're a doctor, the best thing you can do is go get me one." Henry replies, continuing his chest compressions.

Iron-Man glances over at Thor, and says, "We have no choice."

"I agree." Thor says. He steps forward, bends down on one knee, and stamps Mjolnir's head on the ground once. A blinding flash of light spreads out from the point of contact, and when everyone looks up, Thor is gone, and a human wearing a brown suit and holding a wooden cane is standing in his place.

"Who are you, and where did Thor go?" Natalia asks.

"I am Doctor Donald Blake." The man says, stepping up next to her, and replacing Yellowjacket. "And if you don't mind, I need to busy myself with saving this young man's life."

He leans down and confirms the lack of heart beat. "Stand back." He tells Natalia. He places his cane on Scott's chest, and electricity shoots out of the tip, causing Scott's body to rise up off the ground slightly. He leans back down, and listens again, before repeating the process a second time.

This time, Scott's eye opens and he takes a deep breath.

"Scott!" Natalia shouts, bending over him, and looking in his eye.

Dr. Blake gently pushes her aside, and says, "Please; I'm not done."

As he gets to work on Scott, Yellowjacket says, "We're going to need something to carry him on; he can't be jostled around too much." He looks around, and says, to Iron-Man. "Help me cut down that limb."

Iron-Man looks at the limb, and says, "What for?"

"Just do it."

Iron-Man flies up, and cleanly cuts the limb off the tree, then returns to Yellowjacket.

"Good; now, try to make a straight cut, lengthwise, about a foot long." Yellowjacket says.

Iron-Man starts to understand what he wants, and complies. He then cuts of the rest of the branch off, until Yellowjacket is left there holding a flat piece of wood, twelve inches long, by three inches wide.

He lays it down on the ground, and it starts to grow, until it is big enough to support a human. "There we go." He says. "This should allow us to carry him out of here safely."

"What about him?" Iron-Man asks, indicating Winter Soldier.

"We'll let SHIELD deal with him, unless we have to move Scott before they get here; then we'll think if something." Yellowjacket replies.

Dr. Blake stands up, and taps his cane on the ground, returning to the guise of the thunder god. "I've done all I can, with what I have available to me. He has lost a lot of blood, and needs emergency surgery."

"Will he live?" Natalia asks, still on her knees, next to Scott.

"That, I do not know. He is but a mortal, and therefore is susceptible to mortal injuries. Only time will tell if he can survive this." Thor replies.

He helps Yellojacket gently pick up Scott and lay him of the limb.

"That looks pretty nasty." Iron-Man says, indicating the knife sticking out of Natalia's left shoulder.

"Hunh; what?" She asks, looking at what he's pointing at. "Oh that; whatever. I just want to make sure Scott is okay."

Just then, SHIELD agents enter the clearing, along with Wasp, and a medical team.

As the doctors rush to Scott, and Natalia, the armed soldiers lift up Winter Soldier, and drag his unconscious form away.

* * *

The sound of a heart rate monitor is the first thing he hears, followed by voices that he recognizes. He tries to open his eyes, but is only able to open the right one; as something is wrapped tightly over the left one.

He blinks a few times to adjust to the bright lights overhead, and then looks around. He recognizes the medical ward of the SHIELD Helicarrier.

He tries to swallow, and realizes that his throat is parched. He sees a bottle of water on the table next to him, and reaches for it; but finds out that his arms are strapped to the bed.

"Let me get that for you." He hears Fury say. That's when he notices that Fury is sitting in a chair next to his bed. Fury picks up the bottle, un-straps Scott's right arm, and hands him the bottle.

Scott brings the bottle to his lips, and carefully drinks the water; taking small sips, and letting the water sit in his mouth for several seconds before swallowing.

Fury takes the empty bottle from him, and places it back on the table. "Scott…" He starts to say.

"Natalia?" Scott asks. "Is she okay?"

"She's fine; the knife missed all of her vital organs. She had to return to Russia in order to finish rooting out the rest of General Lukin's organization; but she'll be back in a few of days." Fury replies. "She wanted to stay here, with you, but she knew that this had to be done now, or they might go underground, and it'd take years to find them all again."

Scott reaches up to the bandage covering his left eye.

"Don't Scott." Fury says, grabbing his wrist. "I'm sorry, but the eye was damaged beyond repair; there was nothing the doctors could do."

Scott looks over at Fury; more specifically, at the eye patch he wears. "I'll make it work." He says. "When were you going to tell me about Steve Rogers?"

"As soon as he was fully recovered. He only just woke up from his coma two weeks ago, and has been rehabilitating since. That little stunt he pulled to save your life, took everything out of him." Fury replies. "He would like to talk with you later."

"Sure." Scott says, emotionlessly.

He reaches over and un-straps his left hand, rubbing his wrist.

The door bursts open, and several people rush in. "Scott!" Wasp shouts, as she runs up to the side of his bed, and wraps him up in a hug.

Scott returns the hug, as best he can, and says, "Hey Jan."

"I was so worried about you, Scott." She says. He can feel her tears against his neck.

"We all were." Yellowjacket says, standing at the foot of his bed. "You gave us quite a scare there."

Wasp pulls back, and looks at his face closely. "I heard about your eye." She says.

"Jan!" Yellowjacket admonishes her.

"Its okay, Hank; it's not like I can hide it. And the sooner I start dealing with it, the sooner I can move on with my life." Scott says.

"Ah, I don't know how else to say this, so I'll just come out and say it." Iron-Man says, from behind Yellowjacket. "Are you not wearing your insert? Because your other eye looks different."

It's then that Scott realizes that he can't feel the insert. "I guess not." He looks over at Fury. "Sir?"

"Your powers still work fine, Son." Fury replies. "When you were unconscious, and someone opened your eye, they worked; so I'm guessing it's under control now. We can test that later." He turns to the others in the room, and says, "If you don't mind, I'd like to talk to Scott alone."

Iron-Man and Yellowjacket nod, and wave to Scott as they leave; while Wasp gives him one last hug, and a kiss on the cheek before following them.

Once the door closes, Fury turns back to Scott and says, "Come with me."

Scott tries to stand up, but his legs are a little shaky; so Fury reaches out and helps steady him. Once he's steady, Fury leads him out of the room, and down the hall, until they get to a dead end.

"I want to show you something, Son." Fury says, as the wall slides away, revealing a large, dark room beyond.

They walk in, and the wall slides back in place behind them. Scott sees a crescent wall of monitors surrounding a sunken area, with what looks like a bed in the center. In the bed, is a person, but Scott can only see the top of their head, which is covered with wispy white hair.

Fury indicates for Scott to approach the bed, which he carefully does, navigating his way around computer terminals, and cables.

As he steps up to the side of the bed, he finally looks down at the occupant, and his jaw drops. "Colonel?"

Despite the white hair, and the slight beard, the occupant is none other than Nick Fury; but frail and sickly.

"It's really me, Son." The man in the bed says.

Scott looks back at the man standing near the wall, in disbelief.

"That's a Life Model Decoy, or LMD. Just like the one we had placed in Steve Rogers medical bed, when we found out about the attack." The man in the bed says. "I've been using them exclusively, for almost a year now."

"Sir, I don't understand." Scott says, looking back at the bed.

"I'm human, Scott; and an old one at that." Fury says. He sighs, which starts a fit of coughing. When he gets it under control, he looks up at Scott, who is standing there silently, and says, "I have cancer, Son; it's inoperable, and I'm dying."

This shocks Scott out of his silence, "What?"

"I'm dying, Son. The doctors gave me six months to live, about two years ago." Fury replies. "I know I'm not far off; any day now."

"Sir…"

"Scott, listen to me. I brought you here today, because there are several things I need to talk to you about. The first is that, when I die, I don't want some glorified funeral, so politicians can use me to advance their own agendas."

He starts to cough again. "The second is that, all the data in this room, which is my entire private collection, is now yours. The room will only open to your genetic signature, and it contains all the data I've collected over the years; including lists of people who owe me favors, and stuff that can be used to blackmail others. Which ties into the last thing I wanted to tell you."

He covers his mouth with an oxygen mask, and takes several deep breaths. He removes the mask, and says, "While you were in surgery, I had a meeting with the President, and the Joint Chiefs of Staff, informing them that I would be stepping down as the Director of SHIELD, effective immediately, and that I have chosen you as my successor."

"What?" Scott asks, sure that he heard wrong.

"You heard me, Son. And I made sure that you would have no opposition by calling in several favors, and blackmailing a few other people."

"Sir, you can't be serious?" Scott asks, still not believing his ears.

"I'm always serious, Scott; you know that. You 'will' be the next Director of SHIELD." Fury replies.

"But why me, Sir? There must be dozens of more qualified people who you could have chosen over me."

"But none that I trust." Fury says. "I need to know that SHIELD will be in good hands, and not become some bureaucratic side show, completely crippled and unable to do what needs to be done."

"I don't know…"

"To late, Son; it's already done, and you have no say in it. The moment you walked through that door, all control was transferred over to you; SHIELD is in your hands now."

Fury starts to cough, and doesn't stop until he places the mask over his mouth, and takes several deep breaths.

"Do you remember the day I first met you? And Irene was there. Do you remember what she told you?"

"Yeah, something about a shield; a vague reference to me replacing Captain America." Scott replies.

Fury starts to laugh. "She knew you would think that; she even told me as much. But what she said actually had a double meaning. When she came to me, all those years ago, it wasn't only to tell me about Captain America's return, and eventual coma; but to tell me about my own upcoming death, and the steps I would need to take to make sure that SHIELD remained a force for good. Luckily, you were the solution to both problems. So, you can give Steve back his shield now, you have your own to wield."

"Sir, I don't know what to say." Scott says.

"There's nothing to say. Just take care of SHIELD, and do the job you were born to do." Fury replies. "I'm proud of you, Son."

* * *

Three weeks later, on the deck of the SHIELD Helicarrier, Scott stands before a small group of people, a bandage still covering his left eye, and an urn containing the remains of Nick Fury in his hands.

He looks out over the gathering, some people he recognizes, most he doesn't, but all of them waiting silently for him to speak.

He clears his throat, and says, "We are gathered here today to pay our respects to Colonel Nicholas Fury; a legend among men." He pauses. "Many of you may have attended the funeral for him earlier today, and saw his body buried in Arlington National Cemetery. But if you're here then you know how paranoid Colonel Fury was. He didn't want anyone to be able to defile his body, or use his DNA, or resurrect him; so he left me specific instructions to bury one of his LMD's in his grave, and have his 'real' remains cremated." Scott holds up the urn.

"He then asked that I gather you all here, to let you know that each and every one of you held a special place in his heart; and yes, he did have a heart." Scott says, causing most people to laugh, and relieving some of the tension.

"He was a hard man to like, and an even harder man to love. He was demanding, and rarely let anyone see his true self. But deep down, he truly cared. Take it from me; he was the closest thing I had to a father. He took me in when I was a lost and confused fifteen year old, and gave me the opportunity to become the man that I am today."

He looks out over the gathering. "I'm sure I'm not the first person that he's done that for; I'm sure some of you have a story very similar to mine." Scott notices several people nodding their heads.

"Anyways, he didn't want anyone making any long sappy speeches; so I'll just get to the conclusion." Scott says walking over to the edge of the Helicarrier.

Scott stands at attention and salutes, so do many of people gathered behind him. He removes the top of the urn, and pours Fury's ashes over the edge, where they are blown away by the wind, and carried out over the Atlantic.

Scott remains standing there, while everyone else slowly leaves; either through their own power, or by making their way down to the flight deck, and their waiting transport.

Eventually, once everyone is gone, Natalia walks over to him, and places a hand on his shoulder.

Scott glances over at her, and then back at the urn still in his hands. "Good-bye, Nick." He says, letting the urn drop over the edge.

He turns to face her, looking down at her left arm, which is still in a sling because of the stab wound to her shoulder.

"We make quite a pair; don't we?" She says, making him look up at her. "This is the first time we're been alone together since the island."

"About what I said that day; I thought I was going to die, and I just wanted you to know how I felt. I don't expect you to…" Scott starts to say.

She shuts him up by using her right arm to pull him into a kiss. When she pulls back, keeping her arm wrapped around his neck, she says, "I never stopped loving you either, Scott. I don't care about anything that happened in the last year and a half; I just want to be with you again."

She pulls him into another kiss, which he returns with equal passion.

* * *

A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: We've reached the end of this story; the only thing left is the epilogue.

Text in *_Italics_* represent thoughts.


	22. Epilogue: What's In a Name?

Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: Five years have passed since Scott became the Director of SHIELD, and the world has changed dramatically. SHIELD is no longer an American organization, but a global police force; charged with keeping the peace, and protecting the world from treats, both big and small. He was instrumental in the creation of the mutant nation of Genosha, and in passing several laws that have given equal rights to mutants worldwide.

* * *

**The Makings of a Hero**

**Epilogue – What's In a Name?**

Scott stands before a wall of monitors; each one with the face of a different world leader.

"…and that's the situation. I've already deployed an advance team, and will be deploying my team shortly, to deal with this threat." Scott says. "I'll report back once we have neutralized the target."

"Neutralized? Aren't you going to capture Osborn?" The British Prime Minister asks.

"That's plan A, but we have to be prepared for the eventuality that capture isn't an option, and take measures to eliminate the threat." Scott replies.

"I have to say that we find this higher disconcerting, that you think you can just waltz in and arrest him." The Prime Minister of Japan says.

"I'm only doing what I was chartered to do; protect the people of this planet. The very charter that you all signed, I might add." Scott says, taking a deep breath. "You all know how I run things, and I always try to bring any and all criminals to justice; but that's not always an option." He pauses, before continuing, "And quite frankly, I don't need your approval, or permission to do this. I was granted complete autonomy in these things, and only hold these meetings as a courtesy to you."

"How dare you talk to us that way?" The Prime Minister of Japan says.

"He dares because he can, Prime Minister. We all made sure of that." Magneto, the ruler of the mutant nation of Genosha, says.

Before anyone else can comment, T'Challa, the King of Wakanda, speaks up, "I believe that we have taken up enough of your time, Colonel Summers. We will await your report."

"Thank you." Scott says, nodding to T'Challa. He makes a cutting gesture with his right hand, and the monitors go blank. Several of them immediately turn back on, but with different faces on them.

"Alright, you all just heard the brief I gave. I expect Osborn's informants to give him the same brief any minute now; which is what I want. I want him thinking that I already have a team in place; it should keep him distracted long enough for us to move." Scott says. "You've all received your job assignments; follow the plan, and we'll all get out of there alive."

"Are you sure this will work?" Mr. Fantastic asks. "I mean we are talking about Osborn, here; he's one of the most brilliant minds on the planet."

"Not to mention that since you turned SHIELD into a global police force, Osborn's H.A.M.M.E.R has been given the same power SHIELD once held; making him the top cop in the states." Captain America says.

"That may be, but he's a madman; and has to be stopped." Scott says."I am borrowing several members from your teams for my own strike force, but have supplied you each with entire SHIELD squads to help you. Is your team ready, Reed?"

"Yes, Scott." Mr. Fantastic replies. "Thing, Torch, and I are ready to go to hit Latveria's consulate building and keep Doom from sending Osborn and reinforcements"

"Hank, are your New Avengers ready?"

"Ready and waiting." Yellowjacket replies.

"Good, your team is going to have to take out Hood and his gang of super-powered thugs." Scott says. "Cap, are your Avengers ready to take on that sham of a team Osborn calls Avengers?"

"Just say the word." Captain America replies.

"Alex, have your X-Men ready to assist Cap's team; you need to make sure Sentry is off the board. I want Ms. Frost and any other telepath you have on him."

"Got it, Bro." Havok replies.

"T'Challa, are the peacekeepers, and medical teams ready?" Scott asks.

"They are, Scott. I will be leaving with them, within the hour. We should arrive shortly after the battle has begun. We will set up, at base camp, and begin assisting the civilians." The Black Panther replies.

"Excellent. Remember people, I want zero civilian casualties. If any civilians get involved, you have the authority to detain them; nothing more." Scott says. "My team will be taking care of the assault of Avengers tower; so keep the main body of his army busy, and we'll take care of Osborn himself. Black Widow will be coordinating the operation from here, and will relay further instructions as they are needed. Should communications with her get cut off, T'Challa will assume responsibility for coordination from base camp. Good luck, out there; and stay safe."

Scott makes another cutting gesture, and the monitors go blank. Immediately, the lights turn on, and he turns around to face the people who will be making up his team.

"You tell 'em, Bossman." A young Asian girl with short black hair says. "Don't let those suits push you around."

"Jubilation; show some respect. Those 'suits' are the ones that support us financially. If it wasn't for them, we wouldn't be able to do our jobs." Natalia says, from her seat at the table.

"Or pay for all the property damage you cause." Spider-Man says.

Jubilee turns to him and sticks out her tongue. "Hey, Mr. Short, Hairy and Growly over there does way more property damage than I do." She replies.

"I don't cause any more damage then's necessary." Wolverine says, smoking a cigar, and leaning against the wall near the door.

"Right and Bucky over there performs at children's parties in his spare time." Ms. Marvel says, jabbing her thumb at Winter Soldier.

"Carol, SHIELD's resident cold-hearted badass has made some attempts to be more social. Why just last week, I overheard him tell a bunch of recruits that they were slightly better than cannon fodder." Spider-Man says.

"Can we get back to the point?" Winter Soldier says. "We have a mission to do."

"Yes we do." Scott says, causing everyone to stop talking and look at him. "You all know the plan. Stick with your partners, and call in if you encounter resistance."

"Ah, excuse me, Sir." A pink haired girl with fairy wings standing next to Wolverine steps forward with her hand raised.

Wolverine groans, and covers his eyes with his hand. "Don't embarrass me Girly-Girl."

"Yes, Megan." Scott says, turning to face her.

"Ah, well, I know my job is to teleport you all into the tower, but you never said what I was supposed to do next." Pixie replies.

"You're right." Scott says, turning to Wolverine. "She's a smart girl." He turns back to Pixie, and says, "I want you to stick close to the Invisible Woman and Ms. Marvel. If things go sour, I want you to teleport them back to base camp, and wait for further instructions. Can you handle that, Pixie?"

"Oh, like a fairy? I get it now." Spider-Man whispers to Luke Cage.

"Yes, Sir." She replies, standing up straighter, puffing out her chest, and saluting.

"Alright, so just to recap; Winter Soldier is with Wolverine, Luke Cage is with Spider-Man…" Scott says.

"How come he said your name is first?" Spider-Man whispers to Luke Cage.

"…Invisible Woman is with Ms. Marvel and Pixie, and I'm with Jubilee. Osborn must be stopped, not matter the cost; but I want every effort made to bringing him in alive." He looks at Wolverine.

"This code of morals that all you people live by is gonna be the death of a lot of people." Wolverine says.

"Maybe; but I refuse to stoop down to their level unless I have no other option." Scott says. "Transports are fueled and ready on deck. We'll be at the staging point soon, and then it's a simply matter of Pixie teleporting us in; move out people."

"Shot-gun!" Spider-Man shouts, as everyone gets to their feet. "I called it."

Everyone except Natalia and Scott get up and leave the room, leaving them alone.

"I wish I were going out there with you." Natalia says, standing up slowly.

"Me too." Scott says. "But we can't risk it now." He places his left hand on her bulging belly. "Not with the little ones almost here."

She covers his hand with her own, and says, "You just make sure to come back to me, my love. Our children 'will' have both of their parents raising them."

He leans in and kisses her.

Suddenly, the door opens, and Jubilee walks back in. "Yo Scott; you coming or what?" She stops when she sees them kissing. "Like, ew; get a room, you two. It's like walking in on my mom and dad making out."

"Jubilee." Scott says.

"Seriously, dude; give it a rest. You already got her knocked up with twins, and now she can't even go out on field missions." She says.

"Jubilee, enough." Scott says, cutting her off. "I'm coming."

"That's what she said." Jubilee says with a smile, before turning it into a frown. "Oh man; I think I just grossed myself out."

He walks over to her, adjusting his eye patch. "What have I told you about using code-names when we're active for missions?"

She rolls her eyes, before snapping to attention, and saluting. "Yes Sir, Cyclops."

**THE END**

* * *

A/N: That's it for this **story**, hope you enjoyed it. Reviews are always appreciated.

It's been fun writing this story, especially since I never thought I would finish it. I'd like to take this time to thank everyone who took the time to review it, or sent me personal messages; I might still be procrastinating if I hadn't been encouraged by you all.

I doubt that I will ever pick up this story and continue it (I'm kind of tapped out for ideas on this one; plus I'm kind of fed up of it too); but you never know. If it hadn't been for JOUNOUCHI sama, this story might never have been finished; so, thank you.

After the long journey I went through to write this story, there is only one word I can think of that seems appropriate:

_**Excelsior**_

(I know that was lame, but oh well; it's my little tribute to Stan Lee)


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